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, 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 any such event, the Holder may exercise or otherwise enforce Administrative Agent may, and upon written instructions from the Majority Lenders, shall, (i) by notice to the Borrower declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately due and payable and, upon such declaration, the same shall become and be immediately due and payable (provided that, upon the occurrence of any one or more Event of Default under Section 6.01(e) of the Holder’s rightsCredit Agreement, powersall such amounts shall automatically become and be immediately due and payable) without diligence, privilegespresentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (ii) give written notice to the Trustee as contemplated in the applicable Indenture that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds covered by a Xxxx XX currently outstanding, (iii) by notice sent to the Borrower, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Bond LCs and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Borrower; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Xxxx XX pursuant to a draw by such beneficiary under such Xxxx XX, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and interests under this Note or applicable law the Control Agreements. The Borrower hereby pledges, assigns and institute such actions or proceedings in law or equity as it shall deem expedient grants to the Administrative Agent, on behalf of and for the protection ratable benefit of its rights the Lenders and may prosecute and enforce its claims against any LC Issuer, a security interest in all assets and property of the Borrower’s right, title and interest in connection with any and to all funds which may from time to time be on deposit in such action or proceeding shall be entitled cash collateral account to receive from secure the prompt and complete payment and performance of the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, ’s obligations hereunder (including, without limitation, attorneys' any and experts' fees all Xxxx XX Reimbursement Obligations and expensesany other amounts as shall become due and payable by the Borrower to the Lenders or any LC Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. No course of delay All funds on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby deposit in any cash collateral account shall be exclusive invested as required in any tax exemption or arbitrage certificate and agreement among the Borrower, the Issuer and the Trustee applicable to each series of any other remedy referred Bonds covered by a Xxxx XX (each, a “Tax Agreement”), with respect to herein or now or hereafter available at law, the investment of Gross Proceeds (as defined in equity, by statute or otherwisethe applicable Tax 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, 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 (a) Upon a Responsible Officer of the Borrower or Collateral Manager obtaining knowledge of the occurrence of an Event of Default Default, each of the Borrower and the Collateral Manager shall have occurred notify each other and shall be continuingthe Agents, the Holder of this Note may at any time at its option, declare the entire unpaid principal balance of this Note, together in accordance with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon Section 5.01(d)(iv). Upon the occurrence of an Event of Default described known to a Responsible Officer of the Collateral Agent, the Collateral Agent shall promptly notify the Administrative Agent (which will notify the Lenders promptly) of such Event of Default in Section 3.1(fwriting. (b) 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, at the request of, or may with the consent of, the Required Lenders, by notice to the Borrower (with a copy to the Collateral Agent), do any one or more of the following: (1) declare the Commitments to be terminated forthwith, whereupon the Commitments shall forthwith terminate, and (2) 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 additionThe Borrower and the Collateral Manager hereby agree that they will, if at the Borrower’s expense and at the direction of the Administrative Agent, (i) assemble all or any part of the Collateral as directed by the Administrative Agent and make the same available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to such parties and (ii) without notice except as specified below, sell the Collateral or any part thereof at a public or private sale in accordance with applicable law. The Administrative Agent shall provide notice to the Borrower, Collateral Manager or the BDC of its election to sell the Collateral hereunder on the date that is 13 Business Days prior to the proposed date of such sale (the date such notice is delivered, the “Collateral Sale Notice Date”), and the Borrower agrees that such notice shall constitute reasonable notification. All cash proceeds received by the Administrative Agent or Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied pursuant to Section 9.01(a)(iii). If the Administrative Agent elects to sell the Collateral in whole or in part, at a public or private sale, the Borrower, the BDC, the Collateral Manager (so long as it is an Event Affiliate of Default the BDC) or any of their respective Affiliates or assignees shall have occurred and be continuingthe right of first refusal to repurchase the Collateral, in whole but not in part, prior to such sale at a purchase price that is equal to the Holder may exercise or otherwise enforce any one or more amount of the Holder’s rights, powers, privileges, remedies and interests under this Note or applicable law and institute Obligations as of the date of such actions or proceedings in law or equity as it proposed sale. Such right of first refusal shall deem expedient for terminate not later than 4:00 p.m. on the protection of its rights and may prosecute and enforce its claims against all assets and property twelfth Business Day following the Collateral Sale Notice Date. If none of the Borrower, and in connection with the BDC, the Collateral Manager or any of their respective Affiliates or assignees elects to exercise its right of first refusal, the Administrative Agent may sell such action Collateral or proceeding shall be entitled to receive from portion thereof. For the avoidance of doubt, the Borrower, payment the BDC, the Collateral Manager or their respective Affiliates or assignees may participate in any public or private sale of the principal amount Collateral directed by the Administrative Agent. (c) In addition, upon the occurrence and during the continuation of an Event of Default, following written notice by the Administrative Agent (provided in its sole discretion or at the direction of the Required Lenders) of the exercise of control rights with respect to the Collateral, which notice shall be delivered to the Borrower, the BDC and the Collateral Manager (with a copy to the Collateral Agent): (w) the Collateral Manager’s power to consent to modifications to and direct the acquisition, sales and other dispositions of Collateral Loans will be immediately suspended, (x) the Collateral Manager will be required to obtain the consent of the Administrative Agent before causing the Borrower to agree to any modification of any Collateral Loan or before causing the Borrower to acquire, sell or otherwise dispose of any Collateral Loan, and (y) the Collateral Manager (so long as it is an Affiliate of the Borrower) will cause the Borrower to sell or otherwise dispose of any Collateral Loan as directed by the Administrative Agent in its sole discretion (so long as, in the case of this Note plus accrued interest clause (y), the Collateral Manager and the BDC are afforded a commercially reasonable opportunity to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' bid for and experts' fees and expenses. No course of delay on the part of the Holder shall operate as a waiver thereof acquire such Collateral Loan in such sale 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 otherwisedisposition).

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 4.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be no cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), 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 date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, if any Investor alleges in writing a claim of breach, the Maker shall, as promptly as possible but in any event within one (1) Business Day of receipt of such claim, furnish a copy of such claim to the Holder and notify the Holder the Maker’s response thereto. Thereafter, if the Requisite Holders join with the initiating noteholder, then the Requisite Holders shall select a noteholder representative (the “Representative”) to represent their interests hereunder and under the other Transaction Documents. The Representative shall thereafter be able to act on behalf of the holders of the Notes and pursue remedies under the Notes and the other Transaction Documents, amend or waive the Notes and the other Transaction Documents or otherwise act on behalf of the holders of the Notes hereunder and thereunder. (c) If an Event of Default shall have occurred and shall not have been remedied within (i) two (2) Business Days for an Event of Default occurring by the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement or Section 4.2 of this Note, or (ii) ten (10) Business Days for all other Events of Default, provided, however, that there shall be continuingno cure period for an Event of Default described in Section 2.1(i), 2.1(j) or 2.1(k), 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, Mandatory Default Amount 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, further, however, that (x) 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 may Holder, in its sole and absolute discretion, may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock at the then-current Conversion Price; 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 other Transaction Documents or applicable law and institute such actions (y) upon the occurrence of an Event of Default described in clauses (k) or proceedings in law (l) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or equity as it shall deem expedient for other notice of any kind, all of which are hereby waived by 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. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of clause (f) above with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of BA Equivalent Loans and L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have occurred presented the documents required thereunder and whether or not the BA Equivalent Loans have matured) 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, immediately become due and payable, and thereupon(B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to the Borrower Representative, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts BA Equivalent Loans and L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder and whether or not the BA Equivalent Loans s have matured) to be due and payable forthwith, whereupon the same shall be accelerated and so immediately become due and payable; provided. (b) Except as expressly provided above in this Section 9, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, protest and all other notices of which any kind 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 otherwisewaived.

Remedies Upon an Event of Default. If an (a) Upon the occurrence and during the continuance of any Event of Default shall have occurred Default, in addition to all rights and shall be continuingremedies 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, the Holder of this Note may at any time at its optionAdministrative Agent, following the direction of, or consent by, the Required Lenders, by notice to the Borrower, shall declare the entire unpaid principal balance of this Note, together with and the accrued interest on the Advances and all interest accrued hereon, other amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, whereupon such amounts shall be immediately due and thereuponpayable without presentment, demand, protest or other formalities of any kind, all of which are hereby waived by the Borrower; provided that, upon the occurrence of any Event of Default described in clause (h) of Section 6.01, the same Advances and all such other amounts shall be accelerated and so automatically become due and payable, without any further action by any party. (b) Upon the occurrence and during the continuation of an Event of Default, following written notice by the Administrative Agent (provided at the direction of the Required Lenders) of the exercise of control rights with respect to the Collateral pursuant to and in accordance with the UCC, the Borrower will sell or otherwise dispose of any Collateral Receivable to repay the Obligations as directed by the Administrative Agent (at the direction of the Required Lenders), provided that any such sale or other disposition directed by the Administrative Agent shall be on commercially reasonable terms. The proceeds of any such sale or disposition shall be applied in accordance with the Priority of Payments. Notwithstanding anything herein to the contrary, the Administrative Agent shall not exercise any such control rights with respect to the Collateral during any period from the date of a Class B Buyout Triggering Event to the applicable Class B Buyout Exercise Date (or, if such Class B Buyout Option is not exercised by the Class B Lenders, the Class B Buyout Option Termination Date); provided, however, that upon any sale process may be commenced prior to the occurrence of an Event of Default described in Section 3.1(f)Class B Buyout Exercise Date or the Class B Buyout Option Termination Date, without presentmentas applicable, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by at 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 discretion 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 otherwiseAdministrative Agent.

Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Section 9.1(f) with respect to the Borrower, automatically the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement 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, immediately become due and payable, and thereupon(B) if such event is any other Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Term Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall be accelerated and so immediately become due and payable; provided. (b) Except as expressly provided above in this Section 9, howeverto the maximum extent permitted by applicable law, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, protest and all other notices of which any kind are hereby expressly unconditionally and irrevocably waived by waived. (c) Notwithstanding anything to the Borrowercontrary, neither the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Administrative Agent nor any Lender may deliver notice of any Default or Event of Default shall have occurred and be continuing, the Holder may exercise or otherwise enforce consent, take action or direct or require the Administrative Agent or any one Lender to undertake any action in respect of any Default or Event of Default previously reported to the Administrative Agent and the Lenders through the delivery of a notice of Default in accordance with Section 7.3(a) more than two years prior to such delivery of the Holder’s rightsnotice, powersconsent, privileges, remedies and interests under this Note action or applicable law and institute such actions direction or proceedings requirement to undertake action in law respect of Default or equity as it shall deem expedient for the protection Event of its rights and may prosecute and enforce its claims against all assets and property of the BorrowerDefault, and such delivery of notice, consent, action or direction or requirement to undertake action shall be invalid and have no effect; provided that, such two year limitation shall not apply if the Administrative Agent or the Required Lenders have commenced any remedial action (whether as set forth in connection with this Section 9.2 or as otherwise set forth in the Loan Documents) in respect of any such action Default or proceeding shall be entitled Event of Default prior 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 otherwisesuch time.

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)11.1(k) occurs with respect to any Borrower, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time: (a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest, protest or noticenotice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by Borrowers to the Borrowerfullest extent permitted by law; (b) terminate, reduce or condition any Commitment, or make any adjustment to the outstanding principal balance Aggregate Borrowing Base; (c) require Obligors to Cash Collateralize LC Obligations, Secured Bank Product Obligations and accrued interest hereunder shall be automatically other Obligations that are contingent or not yet due and payable. In addition, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Event Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and (d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of Default a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have occurred the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be continuingadjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, the Holder may exercise lease or otherwise enforce dispose of any one Collateral for cash, credit 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 Borrowerany combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in connection with any such action or proceeding shall be entitled to receive from the Borrower, lieu of actual payment of the principal purchase price, may credit bid and set off the amount of this Note plus accrued interest to such price against 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 otherwiseObligations.

Remedies Upon an Event of Default. (a) If an any Event of Default shall have occurred occurs and shall be is continuing, the Holder Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of this Note may at any time at its option, the following actions: (i) declare the entire commitment of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal balance amount of this Noteall outstanding Loans, together with all interest accrued hereonand unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, and thereuponwithout presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company; (iii) require that the Company Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself, the same shall be accelerated Lenders and so due the L/C Issuers all rights and payableremedies available to it, the Lenders and the L/C Issuers under the Loan Documents; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (b) In addition to the foregoing, if any Floorplan 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 occurs and be is continuing, the Holder may exercise Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders or the Required Floorplan Lenders, take any or all of the following actions: (i) foreclose upon, take possession of, or otherwise enforce exercise any one or more remedies available to it under any Security Instrument with respect to, any 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 Collateral securing any of the Borrowerobligations under the Floorplan Loan Documents, and or (ii) take any action to perfect or preserve the rights of the Administrative Agent with respect to any Collateral described in connection clause (i) above, including filing any appropriate claim or document with respect to any such action or Collateral in any 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 under any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwiseDebtor Relief Law.

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 Borrowerthen, and in connection with every such event (other than an event described in clause (f) or (g) of Section 7.01), and at any time thereafter during the continuance of such action or proceeding shall be entitled to receive from event, the BorrowerAdministrative Agent may, payment and at the request of the Required Lenders shall, by notice to the Borrowers, take some or all of the following actions, at the same or different times: (i) suspend the Revolving Commitments of Lenders and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions until such Event of Default is cured; (ii) terminate the Revolving Commitment of Lenders and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions hereunder; (iii) require that the Borrower Cash Collateralize its respective Letter of Credit Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto)declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal amount not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of this Note plus the Loans so declared to be due and payable, together with accrued interest thereon and all reasonable fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, (iv) require that the Borrowers Cash Collateralize its respective Letter of Credit Obligations (in an amount equal to the date Minimum Collateral Amount with respect thereto; and (v) 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 case of payment plus any event described in clause (f) or (g) of Section 7.01, the obligation of each Lender to make Loans and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenses. No course of delay on the part other obligations of the Holder Borrowers accrued hereunder, shall operate automatically become due and payable, and the obligation of Borrowers to Cash Collateralize the Letter of Credit Obligations as a waiver thereof aforesaid shall automatically become effective, in each case without further act of Administrative Agent or otherwise prejudice the right any Lender or Letter of the Holder. No remedy conferred hereby shall be exclusive Credit Issuer, and without presentment, demand, protest or other notice of any other remedy referred to herein or now or hereafter available at lawkind, in equity, all of which are hereby waived by statute or otherwisethe Borrowers.

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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or noticesubsection 15(g) hereof, all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence and during the continuance of any other Event of Default, if all Liabilities may, at the option of Requisite Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuance of an Event of Default Default, Agent may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Agent’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Agent may, upon the occurrence and during the continuance of an Event of Default, in each case, to the extent permitted by law, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have occurred the right to store the same at any of Borrower’s premises without cost to Agent or Lenders. At Agent’s request upon the occurrence and be continuingduring the continuance of an Event of Default, Borrower shall, at Borrower’s expense, assemble the Holder may exercise or otherwise enforce any Collateral and make it available to Agent at one or more places to be designated by Agent and reasonably convenient to Agent and Borrower. Borrower recognizes and agrees that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, Agent and Lenders shall to the extent permitted by law be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. To the extent permitted by law, any notification of intended disposition of any of the Holder’s rightsCollateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Agent and Borrower, 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 (ii) describe the protection of its rights and may prosecute and enforce its claims against all assets and property Collateral that is the subject of the Borrowerintended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale is to be made. Agent and Lenders may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such action or proceeding shall time. Any Proceeds of any disposition by Agent of any of the Collateral in accordance with this Section 16 may be entitled applied by Agent to receive from the Borrower, payment of documented out-of-pocket expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, legal expenses and reasonable attorneys' ’ fees (whether for internal or outside counsel), and experts' fees and expenses. No course any balance of delay on such Proceeds may be applied by Agent toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred Agent may from time to herein or now or hereafter available at law, in equity, by statute or otherwisetime elect.

Remedies Upon an Event of Default. If an (a) Upon the occurrence and during the continuance of any Event of Default shall have occurred Default, in addition to all rights and shall be continuingremedies 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, the Holder of this Note may at any time at its optionAdministrative Agent, following the direction of, or consent by, the Required Lenders, by notice to the Borrower, shall declare the entire unpaid principal balance of this Note, together with and the accrued interest on the Advances and all interest accrued hereon, other amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, and thereupon, the same whereupon such amounts shall be accelerated and so immediately 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, 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 (h) of Section 6.01, the outstanding principal balance Advances and accrued interest hereunder all such other amounts shall be automatically become due and payable. In addition, if without any further action by any party. (b) Upon the occurrence and during the continuation of an Event of Default shall have occurred Default, following written notice by the Administrative Agent (provided at the direction of the Required Lenders) of the exercise of control rights with respect to the Collateral pursuant to and be continuingin accordance with the UCC, the Holder may exercise Borrower will sell or otherwise enforce dispose of any one or more Collateral Receivable to repay the Obligations as directed by the Administrative Agent (at the direction of the Holder’s rightsRequired Lenders), 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 provided that any such action sale or proceeding other disposition directed by the Administrative Agent shall be entitled to receive from the Borrower, payment on commercially reasonable terms. The proceeds 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 any such sale or otherwise prejudice the right of the Holder. No remedy conferred hereby disposition shall be exclusive applied in accordance with the Priority of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwisePayments.

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 Section 7.01(f)), and shall be continuing, the Holder of this Note may at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at its optionthe request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times: (a) terminate the Commitments, and thereupon the Commitments shall terminate immediately; (b) 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 accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and the other Loan Parties; (c) require that the Borrower provide cash collateral as required in Section 2.06(j); and (d) exercise on behalf of itself, the same shall be accelerated Lenders and so due the Issuing Banks all rights and payable; providedremedies available to it, however, that upon the occurrence of Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in Section 3.1(f)7.01(f) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, 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 the Parent Guarantor. In addition to any other rights and remedies granted to the Administrative Agent and the Lenders in the Loan Documents, the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by each of the Parent Guarantor and the Borrower, in each case, on behalf of itself and the outstanding principal balance Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and accrued interest hereunder shall be automatically due realize upon the Collateral, or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and payable. In additiondeliver, if an Event or acquire by credit bid on behalf of Default shall have occurred and be continuingthe Secured Parties, the Holder may exercise Collateral or otherwise enforce any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Holder’s rightsAdministrative Agent or any Lender or elsewhere, powersupon such terms and conditions as it may deem advisable and at such prices as it may deem best, privilegesfor cash or on credit or for future delivery, remedies and interests under this Note all without assumption of any credit risk. The Administrative Agent or applicable law and institute any Lender shall have the right upon any such actions public sale or proceedings in law sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity as of redemption in any Loan Party, which right or equity is hereby waived and released by each of the Parent Guarantor and the Borrower, in each case, on behalf of itself and the Subsidiaries. Each of the Parent Guarantor and the Borrower further agrees on behalf of itself and the Subsidiaries, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall deem expedient for reasonably select, whether at the protection of its rights and may prosecute and enforce its claims against all assets and property premises of the Borrower, another Loan Party or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection with therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such action or proceeding shall be entitled order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to receive from any Loan Party. To the extent permitted by applicable law, each of the Parent Guarantor and the Borrower, payment in each case, on behalf of itself and the Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or any Lender arising out of the principal amount exercise by them of this Note plus accrued interest to the date any rights hereunder. If any notice of payment plus reasonable expenses a proposed sale or other disposition 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 Collateral shall be exclusive of any other remedy referred to herein or now or hereafter available at required by law, in equity, by statute such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or otherwiseother disposition.

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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or noticesubparagraph 12(g) hereof, all of which are hereby expressly unconditionally Borrower's Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence of any other Event of Default, if all Liabilities may, at the option of Bank, upon demand but without legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default Default, Bank may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Bank's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Bank may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Bank shall have occurred the right to store the same at any of Borrower's premises without cost to Bank. At Bank's request, Borrower shall, at Borrower's expense, assemble the Collateral and be continuing, the Holder may exercise or otherwise enforce any make it available to Bank at one or more places to be designated by Bank and reasonably convenient to Bank and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of the Holder’s rights, powers, privileges, remedies and interests its Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at 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 Borrowerwill provide adequate relief to Bank, and in connection with any such action or proceeding agrees that Bank shall be entitled to receive from temporary and permanent injunctive relief in any such case without the Borrower, necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and properly given if given at least five (5) calendar days before such disposition. Any proceeds of any disposition by Bank of any of the Collateral may be applied by Bank to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, legal expenses and reasonable attorneys' fees, and experts' fees and expenses. No course any balance of delay on such proceeds may be applied by Bank toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred Bank may from time to herein or now or hereafter available at law, in equity, by statute or otherwisetime elect.

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, without presentment, demand, protest, notice of acceleration, notice of intent to accelerate or any notice of any kind, all of which are hereby expressly waived by the Borrower. In additionFor the avoidance of doubt, the principal amount of this Note (and all accrued and unpaid Interest thereon, including PIK Interest) will be paid no later than the day preceding the fifth anniversary of the Issue Date. (b) The Borrower agrees that, if an any Event of Default shall have occurred and be continuing, then, the Holder may exercise or otherwise enforce Agent, in addition to 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 existing under applicable law, will have all rights as a secured creditor under the UCC in equity, by statute or otherwiseall relevant jurisdictions.

Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have occurred and presented the documents required thereunder (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) 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, immediately become due and payable, and thereupon(B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to the Borrower Representative, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender)) to be due and payable forthwith, whereupon the same shall be accelerated and so immediately become due and payable; provided. (b) Except as expressly provided above in this Section 9, howeverto the maximum extent permitted by applicable law, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, protest and all other notices of which any kind are hereby expressly unconditionally and irrevocably waived by waived. (c) Notwithstanding anything to the Borrowercontrary, neither the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionAdministrative Agent nor any Lender may deliver notice of, if an or otherwise consent, take action or direct or require the Administrative Agent or any Lender to undertake any action in respect of, any Default or Event of Default shall have occurred with respect to any action taken, and be continuing, the Holder may exercise reported publicly or otherwise enforce any one reported to Lenders, more than two years prior to such notice of, consent, action or more direction or requirement to undertake action in respect of, Default or Event 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 BorrowerDefault, and in connection with any such notice, consent, action or proceeding direction or requirement to undertake action 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' invalid 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 otherwisehave no effect.

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 occurs (other than an event with respect to Intermediate Holdings and/or 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 of Default, the Agent may with the consent of the Required Lenders, and shall at its optionthe request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times: (a) terminate the Commitments, and thereupon the Commitments shall terminate immediately; (b) 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 any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (c) require that the Borrower provide cash collateral as required in Section 2.19(j); (d) exercise on behalf of itself, the same Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable Law; and (e) in addition to any other rights and remedies granted to the Agent and the Lenders in the Loan Documents, exercise on behalf of itself and the Lenders all rights and remedies of a secured party under the UCC or any other applicable Law. Without limiting the generality of the foregoing, the Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by Intermediate Holdings on behalf of itself and its Restricted Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Agent deems reasonable, and/or may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by Intermediate Holdings on behalf of itself and its Restricted Subsidiaries. Intermediate Holdings further agrees on behalf of itself and its Restricted Subsidiaries, at the Agent’s request in connection with the foregoing, to assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at the premises of Intermediate Holdings, the Borrower, another Loan Party or elsewhere. The Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral or the rights of the Agent and the Lenders hereunder, including reasonable and documented attorneys’ fees and disbursements, to the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of Law, including Section 9-615(a)(3) of the UCC, need the Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable Law, Intermediate Holdings on behalf of itself and its Restricted Subsidiaries waives all claims, damages and demands it may acquire against the Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be accelerated required by Law, such notice shall be deemed reasonable and so due and payable; provided, however, that upon the occurrence of proper if given at least 10 days before such sale or other disposition. If an Event of Default described in Section 3.1(f)Sections 7.01(h) or 7.01(i) occurs with respect to Intermediate Holdings and/or the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of Intermediate Holdings and the Borrower accrued hereunder and under any other Loan Document, including any break funding payment or prepayment premium, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest, protest or noticeother notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by Intermediate Holdings and 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. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have occurred and presented the documents required thereunder) 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, immediately become due and payable, and thereupon(B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to the Borrower Representative, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall be accelerated and so immediately become due and payable; provided. (b) Except as expressly provided above in this Section 9, howeverto the maximum extent permitted by applicable law, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, protest and all other notices of which any kind 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 otherwisewaived.

Remedies Upon an Event of Default. If an Event of Default shall have occurred occurs (other than an event with respect to the Parent Borrower or the Opco Borrower described in Section 7.01(f)), and shall be continuing, the Holder of this Note may at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at its optionthe request of the Required Lenders, by notice to the Opco Borrower, take any or all of the following actions, at the same or different times: (a) terminate the Commitments and thereupon the Commitments shall terminate immediately; (b) 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 Secured Obligations of the Loan Parties accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind (except as otherwise required by the Loan Documents), all of which are hereby waived by the Borrowers; (c) require that the Borrowers provide Cash Collateral as required in Section 2.06(o); and (d) exercise on behalf of itself, the same shall be accelerated Lenders and so due the L/C Issuers all rights and payable; providedremedies available to it, however, that upon the occurrence of Lenders and the L/C Issuers under the Loan Documents and applicable Law. If an Event of Default described in Section 3.1(f)7.01(f) occurs with respect to any Borrower, the Commitments shall (other than in respect of any UK Loan Party) automatically terminate and the principal of the Loans then outstanding and cash collateral for the L/C Obligations, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document, shall (other than in respect of any UK Loan Party) automatically become due and payable, and the obligation of the Borrowers (other than any UK Loan Party) to cash collateralize the L/C Obligations as provided in clause (c) above shall automatically become effective, in each case, 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 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 otherwiseBorrowers.

Remedies Upon an Event of Default. If an Event of Default shall have occurred occurs and shall be continuingis continuing (other than an event with respect to the Borrower described in Sections 7.01 (f)), the Holder of this Note may and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at its optionthe request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times: (a) terminate the Commitments, and thereupon the Commitments shall terminate immediately; (b) 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 Secured Obligations of the Borrower accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (c) require that the Borrower provide cash collateral as required in Section 2.06(j); and (d) exercise on behalf of itself, the same shall be accelerated Lenders and so due the Issuing Banks all rights and payable; providedremedies available to it, however, that upon the occurrence of Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in Section 3.1(f)Sections 7.01(f) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document including any break funding payment or prepayment premium, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest, protest or noticeother notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerBorrower to the extent permitted by applicable law. In addition to any other rights and remedies granted to the Administrative Agent and the Lenders in the Loan Documents, the outstanding principal balance Administrative Agent on behalf of the Secured Parties may exercise all rights and accrued interest hereunder shall be automatically due and payableremedies of a secured party under the UCC or any other applicable law. In addition, if an Event Without limiting the generality of Default shall have occurred and be continuingthe foregoing, the Holder Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries to the extent permitted by applicable law), may exercise in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or otherwise enforce any one part thereof, or more consent to the use by any Loan Party of any cash collateral arising in respect of the Holder’s rights, powers, privileges, remedies and interests under this Note or applicable law and institute Collateral on such actions or proceedings in law or equity terms 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 otherwiseAdministrative Agent deems reasonable.

Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to the Borrower, automatically the Commitments, if any, shall have occurred immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement 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, immediately become due and payable, and thereupon(B) if such event is any other Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to the Borrower, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall be accelerated and so immediately become due and payable; provided. (b) Except as expressly provided above in this Section 9, howeverto the maximum extent permitted by applicable law, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, protest and all other notices of which any kind are hereby expressly unconditionally and irrevocably waived by waived. (c) Notwithstanding anything to the Borrowercontrary, neither the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionAdministrative Agent nor any Lender may deliver notice of, if an or otherwise consent, take action or direct or require the Administrative Agent or any Lender to undertake any action in respect of, any Default or Event of Default shall have occurred with respect to any action taken, and be continuingreported publicly pursuant to a press release, a filing with the Holder may exercise SEC or a posting to the Platform or otherwise enforce any one reported to Lenders, more than two years prior to such notice of, consent, action or more direction or requirement to undertake action in respect of, Default or Event 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 BorrowerDefault, and in connection with any such notice, consent, action or proceeding direction or requirement to undertake action 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' invalid 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 otherwisehave no effect.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be occurs or is continuing, the Holder of this Note may and at any time then, and in every such event and at its optionany time thereafter during the continuance of such event, the Administrative Agent may with the consent of the Lead Lenders, and shall (subject to the EETC Intercreditor) at the request of the Lead Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times: (a) terminate the Commitments, and thereupon the Commitments shall terminate immediately; (b) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, Loans (or any portion thereof) then outstanding to be due and payable, and thereupon, whereupon the same shall principal of the Loans so declared to be accelerated and so due and payable; provided, howevertogether with accrued interest thereon and any unpaid accrued fees and all other obligations of the Borrower accrued hereunder and under any other Loan Document, that upon the occurrence of an Event of Default described in Section 3.1(f)shall become due and payable immediately, without presentment, demand, protest, protest or noticeany other notice of any kind, all of which are hereby expressly unconditionally waived by the Borrower and irrevocably the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding; (c) [reserved]; (d) set-off amounts in any accounts (other than Excluded Accounts) maintained with the Administrative Agent (or any of its affiliates) and apply such amounts to the obligations of the Borrower and the Guarantors hereunder and in the other Loan Documents; and (e) exercise (or, with respect to Collateral Documents, direct the Collateral Agent to exercise) on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents and applicable law. In case of any event with respect to the Borrower or any other Loan Party described in Section 7.01(f) or (g), the actions and events described in Section 7.02(a) and (b) shall be required or taken automatically, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, . Any payment received as a result of the outstanding principal balance and accrued interest exercise of remedies 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 applied in law or equity accordance with ‎Section 2.14(b) 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 subject 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 otherwiseEETC Intercreditor.

Remedies Upon an Event of Default. If (a) Upon the occurrence of any Event of Default , 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 date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day 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. (c) Upon the occurrence and during the continuance of an Event of Default shall have occurred and shall be continuingDefault, the Holder of this Note may at any time at its option, option (1) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, Mandatory Default Amount 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, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) 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 or an event which with the passage of time may result in an Event of Default, the Holder, in its sole and absolute discretion (without the obligation to provide notice of such Event of Default or potential Event of Default), may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder may of the applicable notice of conversion 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 other Transaction Documents or applicable law and institute such actions (y) upon the occurrence of an Event of Default described in Section 2.1(k) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or proceedings in law or equity as it shall deem expedient for other notice of any kind, all of which are hereby waived by 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. Maker. (d) 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. . (e) 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 (a) Upon the occurrence and during the continuance of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or noticesubsection 15(g) hereof, all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence of any other Event of Default, if all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuance of an Event of Default Default, Lender may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have occurred the right to store the same at any of Borrower's premises without cost to Lender. At Lender's request, Borrower shall, at Borrower's expense, assemble the Collateral and be continuing, the Holder may exercise or otherwise enforce any make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of the Holder’s rights, powers, privileges, remedies and interests its Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at 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 Borrowerwill provide adequate relief to Lender, and in connection with any such action or proceeding agrees that Lender shall be entitled to receive from temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be applied by Lender to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, legal expenses and reasonable attorneys' fees, and experts' fees and expenses. No course any balance of delay on such Proceeds may be applied by Lender toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred Lender may from time to herein or now or hereafter available at law, in equity, by statute or otherwisetime elect.

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 : (a) The Secured Parties may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise enforce available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in the State of New York (the "UCC") and also may (i) exercise any and all rights and remedies of the Grantor under, in connection with, or otherwise in respect of, such Collateral, including the completion and filing of the IP Assignment, (ii) require the Grantor to, and the Grantor hereby agrees that it will at its expense and upon request of the Secured Parties forthwith, assemble all or part of the documents embodying such Collateral as directed by the Secured Parties and make it available to the Secured Parties, at a place to be designated by the Secured Parties that is reasonably convenient to both the Secured Parties and the Grantor, (iii) occupy any premises owned or leased by the Grantor where documents embodying such Collateral or any part thereof are assembled for a reasonable period in order to effectuate the Secured Parties' rights and remedies hereunder or under applicable law, without obligation to the Grantor in respect of such occupation, (iv) license such Collateral or any part thereof, (v) with notice as specified below, sell such Collateral or any part thereof in one or more parcels at public or private sale, at any of the Holder’s rightsSecured Parties' offices or elsewhere, powersfor cash, privilegeson credit or for future delivery, remedies and interests under this Note upon such other terms as the Secured Parties may deem commercially reasonable, and (vi) without prior notice to the Grantor, direct any licensee of any Collateral to pay all royalties and other payments which may be or applicable law and institute such actions which may thereafter become payable to the Grantor directly to the Secured Parties 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 any designee of the BorrowerSecured Parties, but the Secured Parties shall give notice to the Grantor of any such direction no later than five (5) business days after giving any such direction. The Grantor agrees that at least ten (10) days' business notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Secured Parties shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Secured Parties may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, with further notice to the Grantor, be made at the time and place to which it was so adjourned. (b) All payments received by the Grantor under or in connection with any such action or proceeding the Collateral shall be entitled to receive from received in trust for the Borrower, payment benefit of the principal amount Secured Parties, shall be segregated from other funds of this Note plus accrued interest the Grantor and shall be immediately paid over to the date Secured Parties in the same form as so received (with any necessary endorsement). (c) All payments made under or in connection with or otherwise in respect of payment plus reasonable expenses the Collateral, and all cash proceeds received by the Secured Parties in respect of collectionany sale of, includingcollection from, without limitationor other realization upon all or any part of such Collateral may, attorneys' in the discretion of the Secured Parties, be held by the Secured Parties, as collateral for, and experts' fees and expenses. No course then or at any time thereafter applied for the ratable benefit of delay on the Secured Parties against all or any part of the Holder shall operate as a waiver thereof Obligations. Any sale or otherwise prejudice the right other disposition of the Holder. No remedy conferred hereby Collateral and the possession thereof by the Secured Parties shall be exclusive in compliance with all provisions of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwiseapplicable law (including applicable provisions of the UCC).

Remedies Upon an Event of Default. (a) If an any Event of Default described in clause (d), (e) or (f) of Section 5 shall have occurred and shall be continuing(taking into account all grace periods), the Holder of principal on and under this Note may at any time at its option, declare the entire unpaid principal balance of this Notethen outstanding, together with accrued interest thereon and all interest fees and other obligations of the Debtor accrued hereonhereunder and under the other Financing Documents, shall automatically become due and payable, and thereuponwithout presentment, demand, protest or other notice of any kind, all of which are hereby waived by the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Debtor. (b) If any other Event of Default described in Section 3.1(f5 shall have occurred (which, for clarity, is after taking into account all grace periods set forth in Section 5), and at any time thereafter during the continuance of such Event of Default, the Majority Lenders may, by notice to the Debtor, declare the principal on and under this Note to be due and payable in whole, and thereupon the principal on and under this Note, together with accrued interest thereon and all fees and other obligations of the Debtor accrued hereunder and under the other Financing Documents, shall become due and 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, Debtor and 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. Guarantors. (c) No course of dealing and no delay on the part of the any Holder in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice the right of the such Holder’s rights, powers or remedies. No right, power or remedy conferred hereby by this Note or by any other Financing Document upon any Holder shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise (d) The Debtor will deliver written notice of the occurrence of any Event of Default under this Note or any other Financing Document within three (3) business days following the occurrence of such Event of Default.

Remedies Upon an Event of Default. (a) If an Event of Default shall have occurred occurs (other than an event with respect to the Borrower described in Section 7.01(f) and shall be continuingother than a Financial Covenant Event of Default), the Holder of this Note may and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at its optionthe request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments and thereupon the Commitments shall terminate immediately; (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 Secured Obligations of the Loan Parties accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind (except as otherwise required by the Loan Documents), all of which are hereby waived by the Borrower; (iii) require that the Borrower provide Cash Collateral as required in Section 2.06(o); and (iv) exercise on behalf of itself, the same shall be accelerated Lenders and so due the L/C Issuers all rights and payable; providedremedies available to it, however, that upon the occurrence of Lenders and the L/C Issuers under the Loan Documents and applicable Law. (b) If an Event of Default described in Section 3.1(f)7.01(f) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the L/C Obligations, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as provided in Section 7.02(a)(iii) above shall automatically become effective, in each case, 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 . (c) If any Financial Covenant Event of Default shall have occurred and be continuing, the Holder may exercise Administrative Agent shall, at the request of, or otherwise enforce may, with the consent of, the Required Financial Covenant Lenders (take any one or more of the Holder’s rightsactions specified under Sections 7.02(a)(i) through (iv) above, powersbut solely with respect to the Financial Covenant Facilities (subject to Section 7.02(e) below). (d) If any Financial Covenant Event of Default shall have occurred and be continuing and the Required Financial Covenant Lenders (or the Administrative Agent on their behalf) have declared all amounts outstanding under the Financial Covenant Facilities to be due and payable and all outstanding Commitments under the Financial Covenant Facilities to be terminated, privileges, remedies and interests under in each case in accordance with this Note or applicable law and institute Agreement as a result of 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 Borrowerbreach, and in connection such declaration has not been rescinded, then the Administrative Agent shall, at the request of, or may, with any such action or proceeding shall be entitled to receive from the Borrowerconsent of, payment of the Required Term B Lenders (i) declare the unpaid principal amount of this Note plus all outstanding Term B Loans and/or, unless the Borrower shall agree that such Incremental Term B Loans or Permitted Refinancing Term Loans shall have the benefit of the Financial Covenants hereunder in the documentation in respect thereof, Incremental Term B Loans and/or Permitted Refinancing Term Loans, all interest accrued interest and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document in each case to the date of payment plus reasonable expenses of collection, includingapplicable Lenders to be immediately due and payable, without limitationpresentment, attorneys' demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and experts' fees (ii) exercise, on behalf of itself and expenses. No course the Term B Lenders, all rights and remedies available to it and the Term B Lenders under the Loan Documents (subject to Section 7.02(e) below). (e) Notwithstanding Sections 7.02(c) and (d) above, in the event that after a Financial Covenant Event of delay on Default both (i) all amounts outstanding under the part Revolving Credit Facility and the Term A Loans, respectively, have been declared due and payable, and all commitments thereunder terminated, pursuant to Section 7.02(c) above and (ii) all amounts outstanding with respect to the Term B Loan facility and, unless the Borrower shall agree that Incremental Term B Loans or Permitted Refinancing Term Loans shall have the benefit of the Holder shall operate as a waiver thereof or otherwise prejudice financial covenants hereunder in the right documentation in respect thereof, any Incremental Term B Loans and Permitted Refinancing Term Loans have been declared due and payable pursuant to Section 7.02(d) above, then in such case the exercise of rights and remedies under the Holder. No remedy conferred hereby Loan Documents shall be exclusive of any other remedy referred conducted pursuant to herein or now or hereafter available at law, in equity, by statute or otherwiseSection 7.02(a).

Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of subsection 9.1(f) with respect to any Borrower, the Commitments, if any, shall automatically terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have occurred and presented the documents required thereunder) 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, immediately become due and payable, and thereupon(B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to the Borrower Representative, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall be accelerated and so immediately become due and payable; provided. (b) Except as expressly provided above in this Section 9, howeverto the maximum extent permitted by applicable law, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, protest and all other notices of which any kind 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 otherwisewaived.

Remedies Upon an Event of Default. If an Event of Default shall have has occurred and is continuing: (a) The non-defaulting Members may seek specific performance of any covenant or agreement contained herein, and may seek to enjoin the breach of any covenant or agreement. It is acknowledged that in such event it would be impossible to measure in money the damages that would be suffered if the parties hereto fail to comply with any of the obligations imposed herein on them and that, in the event of any such failure, an aggrieved party hereto will be irreparably damaged and will not have an adequate remedy at law. In addition to being entitled to exercise all rights granted by law, any such party shall therefore, be entitled to equitable relief from any court having jurisdiction over such dispute, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties shall raise the defense that there is an adequate remedy at law; and (b) Each non-defaulting Member shall be continuingentitled to recover from the defaulting Member in an appropriate proceeding any and all claims, damages, losses, liabilities and expenses of whatever nature (including reasonable attorneys' fees and disbursements) (collectively, "Damages") suffered or incurred by the Holder Company or the non-defaulting Members as a result of this Note may at any time at its option, declare the entire unpaid principal balance such Event of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same Default. No punitive damages shall be accelerated and so due and payable; provided, however, that upon the occurrence awarded as a result 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 hereunder. (c) If the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default arises from the Bankruptcy of a Member, no less than five Business Days after the commencement of a Bankruptcy proceeding, whether Voluntary or Involuntary, such Member shall provide notice of its offer to sell to all non-defaulting Members (the "Default Sale Notice") all but not less than all of the Membership Interest of the Company held by such defaulting Member. Each non-defaulting Member shall have occurred the option within forty-five days of receiving the Default Sale Notice (the "Acceptance Period") to purchase all, but not less than all, of its pro rata share (based on the number of Membership Interests held by such non-defaulting Member as compared to the total number of Membership Interests held by all non-defaulting Members) of the Membership Interests offered. The price of the Membership Interests offered by the defaulting Member shall be the Fair Value of such Membership Interests less any Damages incurred by the non-defaulting Member that are recoverable pursuant to Section 10.2(b). If such offer to purchase is accepted such that all of the Membership Interests of the defaulting Member are purchased, and at least two Members remain, such Bankruptcy shall not be continuinga Dissolution Event. (d) Each non-defaulting Member shall if it so desires, exercise its rights under Section 10.2(c) by delivering to the defaulting Member written notice of election (the "Acceptance Agreement") prior to 5:00 p.m., Eastern standard time, on or before the last day of the Acceptance Period. By delivering the Acceptance Agreement, the Holder may exercise or otherwise enforce any one or more non-defaulting Member agrees to purchase, and the defaulting Member agrees to sell, that portion of the Holder’s rights, powers, privileges, remedies and interests under this Note defaulting Member's Membership Interests which corresponds to the defaulting Member's pro rata share. The Acceptance Agreement shall identify the committed source of financing for such purchase or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for provide evidence that the protection of its rights and may prosecute and enforce its claims against all assets and property non-defaulting Member is able to effect the purchase. The completion of the Borrowersale pursuant to Section 10.2(c) shall occur on a date to be mutually agreed between the defaulting Member and the non-defaulting Member(s), and but in no event later than five Business Days after the latter of (i) the delivery date of the Acceptance Agreement or (ii) the date on which the last of any required regulatory approvals in connection with any such action or proceeding transaction is received. All payments of the purchase price for a transaction pursuant to Section 10.2(c) shall be entitled made by wire transfer of immediately available funds to receive an account or accounts designated by the defaulting Member for such purpose. (e) If the Event of Default arises from a Transfer that is not a Permitted Transfer, the Borrower, payment of the principal amount of this Note plus accrued interest transferring Member shall take or cause to be taken all action necessary to reverse such Transfer. (f) In addition to the date foregoing remedies, each defaulting Member hereby agrees to indemnify, defend and hold harmless each non-defaulting Member, the Company, their Affiliates and their respective partners, officers, directors, agents, representatives, employees and trustees ("Indemnified Parties") from and against all Damages arising out of payment plus reasonable expenses or related to such Event 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.

Remedies Upon an Event of Default. If an (a) Upon the occurrence and during the continuance of any Event of Default shall have occurred Default, in addition to all rights and shall be continuingremedies 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, the Holder of this Note Administrative Agent, following the direction of, or consent by, the Required Lenders, by notice to the Borrower, may at any time at its option, declare the entire unpaid principal balance of this Note, together with and the accrued interest on the Advances and all interest accrued hereon, other amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, and thereupon, the same whereupon such amounts shall be accelerated and so immediately due and payablepayable without presentment, demand, protest or other formalities of any kind, all of which are hereby waived by the Borrower; providedprovided that, however, that upon the occurrence of an any Event of Default described in clause (h) of Section 6.01, the Advances and all such other amounts shall automatically become due and payable, without any further action by any party; provided, further, that in the case of any Event of Default described in Section 3.1(f)6.01(a) that involves a default in the payment of or failure to deposit amounts due and payable solely to a Class B Lender, without presentment, demand, protest, or notice, then the Administrative Agent shall not declare the principal of and the accrued interest on the Class B Advances (and all of which are hereby expressly unconditionally and irrevocably waived other amounts whatsoever payable by the BorrowerBorrower to the Class B Lenders) to be immediately due and payable without receiving the prior written consent of (i) the Initial Class B Lender or (ii) if the Initial Class B Lender is no longer a Class B Lender, one or more Class B Lenders having Class B Advances in an amount greater than 50% of the aggregate outstanding principal balance amount of all Class B Advances. (b) Upon the occurrence and accrued interest hereunder shall be automatically due and payable. In addition, if during the continuation of an Event of Default Default, following written notice by the Administrative Agent (provided in its sole discretion or at the direction of the Required Lenders) of the exercise of control rights with respect to the Collateral pursuant to and in accordance with the UCC (for the avoidance of doubt, which notice shall have occurred and also be continuingsent to the Class B Lenders), the Holder may exercise Borrower will sell or otherwise enforce dispose of any one or more of Eligible Receivable to repay the Holder’s rightsObligations as directed by the Administrative Agent in its sole discretion, 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 provided that any such action sale or proceeding other disposition directed by the Administrative Agent shall be entitled to receive from the Borrower, payment on commercially reasonable terms. The proceeds 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 any such sale or otherwise prejudice the right of the Holder. No remedy conferred hereby disposition shall be exclusive applied in accordance with the Priority of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwisePayments.

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 of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at its optionthe request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times: (a) terminate the Commitments, and thereupon the Commitments shall terminate immediately; (b) 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 and thereuponunpaid interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (c) require that the Borrower provide cash collateral as required in Section 2.06(j); and (d) exercise on behalf of itself, the same shall be accelerated Lenders and so due the Issuing Banks all rights and payable; providedremedies available to it, however, that upon the occurrence of Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in Section 3.1(f)Sections 7.01(h) or 7.01(i) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document including any break funding payment, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest, protest or noticeother notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower. In addition to any other rights and remedies granted to the Administrative Agent, the outstanding principal balance Issuing Banks and accrued interest hereunder shall be automatically due and payable. In addition, if an Event of Default shall have occurred and be continuingthe Lenders in the Loan Documents, the Holder Administrative Agent on behalf of the Issuing Banks and the Lenders may exercise all rights and remedies of a secured party under the New York Uniform Commercial Code or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by each of Parent and the Borrower, on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign, give an option or options to purchase or otherwise enforce dispose of and deliver, or acquire by credit bid on behalf of the Issuing Banks and the Lenders, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Holder’s rightsAdministrative Agent or any Issuing Bank or Lender or elsewhere, powersupon such terms and conditions as it may deem advisable and at such prices as it may deem best, privilegesfor cash or on credit or for future delivery, remedies and interests under this Note all without assumption of any credit risk. The Administrative Agent or applicable law and institute any Issuing Bank or Lender shall have the right upon any such actions public sale or proceedings in law sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity as of redemption in any Loan Party, which right or equity is hereby waived and released by each of Parent and the Borrower on behalf of itself and its Subsidiaries. Each of Parent and the Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall deem expedient for reasonably select, whether at the protection of its rights and may prosecute and enforce its claims against all assets and property premises of the Borrower, another Loan Party or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection with therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral or the rights of the Administrative Agent, the Issuing Banks and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such action order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to Parent or proceeding shall be entitled to receive from any Loan Party. To the extent permitted by applicable law, each of Parent and the Borrower, payment on behalf of itself and its Subsidiaries, waives all Liabilities it may acquire against the Administrative Agent, any Issuing Bank or any Lender arising out of the principal amount exercise by them of this Note plus accrued interest to the date any rights hereunder. If any notice of payment plus reasonable expenses a proposed sale or other disposition 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 Collateral shall be exclusive of any other remedy referred to herein or now or hereafter available at required by law, in equity, by statute such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or otherwiseother disposition.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuingoccurs (other than an event with respect to the Borrower described in Section 7.01(h) or 7.01(i)), the Holder of this Note may then at any time thereafter during the continuance of such event, the Administrative Agent may with the consent of the Required Lenders, and shall at its optionthe request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times: (a) terminate the Commitments, and thereupon the Commitments shall terminate immediately; (b) 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 Secured Obligations of the Borrower accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (c) require that the Borrower provide cash collateral for the LC Exposure as required in Section 2.06(j) hereof; and (d) exercise on behalf of itself, the same shall be accelerated Lenders and so due the Issuing Banks all rights and payable; providedremedies available to it, however, that upon the occurrence of Lenders and the Issuing Banks under the Loan Documents and applicable law. If an Event of Default described in clause (h) or (i) of Section 3.1(f)7.01 occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and, to the extent required, cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest, protest or noticeother notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower. In addition to any other rights and remedies granted to the Administrative Agent and the Lenders in the Loan Documents, the outstanding principal balance Administrative Agent on behalf of the Secured Parties may exercise all rights and accrued interest hereunder shall be automatically due and payableremedies of a secured party under the UCC or any other applicable law. In addition, if an Event Without limiting the generality of Default shall have occurred and be continuingthe foregoing, the Holder Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries), may exercise in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise enforce dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Holder’s rightsAdministrative Agent or any Lender or elsewhere, powersupon such terms and conditions as it may deem advisable and at such prices as it may deem best, privilegesfor cash or on credit or for future delivery, remedies and interests under this Note all without assumption of any credit risk. The Administrative Agent or applicable law and institute any Lender shall have the right upon any such actions public sale or proceedings in law sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity as of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall deem expedient for reasonably select, whether at the protection of its rights and may prosecute and enforce its claims against all assets and property premises of the Borrower, another Loan Party or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection with therewith or incidental to the care or safekeeping of any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest Collateral or in any other way relating to the date Collateral or the rights of payment plus the Administrative Agent and the Lenders hereunder, including reasonable expenses of collection, including, without limitation, attorneys' and experts' ’ fees and expenses. No course of delay on disbursements, to the payment in whole or in part of the Holder shall operate as a waiver thereof or otherwise prejudice the right obligations of the Holder. No remedy conferred hereby shall be exclusive Loan Parties under the Loan Documents, in such order as the Administrative Agent may elect (but subject to Section 7.03), and only after such application and after the payment by the Administrative Agent of any other remedy referred to herein or now or hereafter available at amount required by any provision of law, including Section 9-615(a)(3) of the UCC, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given, as provided in equitySection 9.01, by statute at least 10 days before such sale or otherwiseother disposition.

Remedies Upon an Event of Default. If an Event of Default shall have occurred occurs (other than an event with respect to any Loan Party 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 of Default, the Lender may, by notice to the Borrower, take any or all of the following actions, at its optionthe same or different times: (a) terminate the Commitment, and thereupon the Commitment shall terminate immediately; (b) 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 any other Loan Document, the same shall be accelerated and so become due and payablepayable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided, however, that upon and (c) exercise all rights and remedies available to it under the occurrence of Loan Documents and Applicable Law. If an Event of Default described in Section 3.1(f)Sections 7.01(h) or 7.01(i) occurs with respect to any Loan Party, the Commitment shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder and under any other Loan Document, and all other Obligations, shall automatically become due and payable, in each case, 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 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 otherwiseBorrowers.

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 Section 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 of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at its optionthe request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times: (a) terminate the Commitments, and thereupon the Commitments shall terminate immediately; (b) 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 Secured Obligations accrued hereunder and under any other Loan Document, the same shall be accelerated and so become due and payablepayable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and the other Loan Parties; provided, however, that upon and (c) exercise on behalf of itself and the occurrence of Lenders all rights and remedies available to it and the Lenders under the Loan Documents and applicable law. If an Event of Default described in Section 3.1(f)7.01(h) or 7.01(i) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under any other Loan Document, shall automatically become due and payable, in each case, without presentment, demand, protest, protest or noticeother notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower. In addition to any other rights and remedies granted to the Administrative Agent and the Lenders in the Loan Documents, the outstanding principal balance Administrative Agent on behalf of the Lenders may exercise all rights and accrued interest hereunder shall be automatically due and payableremedies of a secured party under the UCC or any other applicable law. In addition, if an Event Without limiting the generality of Default shall have occurred and be continuingthe foregoing, the Holder Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of themselves and their Subsidiaries), may exercise in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise enforce dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Holder’s rightsAdministrative Agent or any Lender or elsewhere, powersupon such terms and conditions as it may deem advisable and at such prices as it may deem best, privilegesfor cash or on credit or for future delivery, remedies and interests under this Note all without assumption of any credit risk. The Administrative Agent or applicable law and institute any Lender shall have the right upon any such actions public sale or proceedings in law sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity as of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall deem expedient for reasonably select, whether at the protection of its rights and may prosecute and enforce its claims against all assets and property premises of the Borrower, another Loan Party or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection with therewith or incidental to the care or safekeeping of any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest Collateral or in any other way relating to the date Collateral or the rights of payment plus the Administrative Agent and the Lenders hereunder, including reasonable expenses of collection, including, without limitation, attorneys' and experts' ’ fees and expenses. No course of delay on disbursements, to the payment in whole or in part of the Holder shall operate Secured Obligations, in such order as a waiver thereof or otherwise prejudice set forth in Section 7.03, and only after such application and after the right of payment by the Holder. No remedy conferred hereby shall be exclusive Administrative Agent of any other remedy referred to herein or now or hereafter available at amount required by any provision of law, in equityincluding Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by statute applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or otherwiseany Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

Remedies Upon an Event of Default. If (a) Upon the occurrence of any Event of Default, 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 date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day 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. (c) Upon the occurrence and during the continuance of an Event of Default shall have occurred and shall be continuingDefault, the Holder of this Note may at any time at its option, option (1) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, Mandatory Default Amount 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, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) 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 or an event which with the passage of time may result in an Event of Default, the Holder, in its sole and absolute discretion (without the obligation to provide notice of such Event of Default or potential Event of Default), may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into shares of Common Stock at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder may of the applicable notice of conversion 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 other Transaction Documents or applicable law and institute such actions (y) upon the occurrence of an Event of Default described in Section 2.1(k) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or proceedings in law or equity as it shall deem expedient for other notice of any kind, all of which are hereby waived by 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. Maker. (d) 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. . (e) 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 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. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have occurred and presented the documents required thereunder) 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, immediately become due and payable, and thereupon(B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to the Borrower Representative, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall be accelerated and so immediately become due and payable; provided. (b) Except as expressly provided above in this Section 9, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, protest and all other notices of which any kind 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 otherwisewaived.

Remedies Upon an Event of Default. (a) Upon the occurrence of any Event of Default that has not been remedied within ten (10) Business Days, 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 date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two (2) Business 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 subsections of Section 2.1 hereof under which such Event of Default has occurred. (c) If an Event of Default shall have occurred and shall not have been remedied within ten (10) Business Days, provided, however, that there shall be continuingno cure period for an Event of Default described in Section 2.1(i), or 2.1(j), 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, Mandatory Default Amount 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, Maker. 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 in clauses Sections 2.1(i) or (j) above, the Holder may exercise Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or otherwise enforce other notice of any one or more kind, all of which are hereby waived by 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 (a) Upon the occurrence of any Event of Default (other than pursuant to Section 8.1(f), 8.1(g) or a Term C Loan Payment Event of Default or, solely with respect to the Borrower, Section 8.1(i)), at the request of the Required Lenders, upon notice to the Borrower by the Administrative Agent: (i) the applicable Commitments will immediately terminate or be reduced (as specified by the Administrative Agent); (ii) the aggregate principal of all applicable Loans, all accrued and unpaid interest thereon and all fees and all other Obligations under this Agreement and the other Credit Documents will become due and payable immediately, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Credit Party; and (iii) the Administrative Agent may, and may cause the Collateral Agent to, exercise any and all of its other rights and remedies under applicable law (including any applicable UCC) or at equity, hereunder and under the other Credit Documents. provided that upon an Event of Default shall have occurred and shall be continuingpursuant Section 8.1(f), 8.1(g) or, solely with respect to the Borrower, 8.1(i), the Holder Commitments of this Note may at any time at its option, declare each Lender shall automatically terminate and the entire unpaid principal balance amount of this Note, together with all outstanding Loans and all interest accrued hereon, and other amounts as aforesaid shall automatically become due and payable, and thereuponin each case without further act of the Administrative Agent, the same shall be accelerated and so due and payable; provided, however, that upon Collateral Agent or any Lender. (b) Upon the occurrence of an Event of Default described under Section 8.1(a) solely with respect to the repayment of the Term C Loans (if any) on the applicable Term Loan Maturity Date (a “Term C Loan Payment Event of Default”), (i) the Required Term C Loan Lenders may take any of the actions specified in Section 3.1(f), without presentment, demand, protest, or notice, all 8.2(a) in respect of which are hereby expressly unconditionally the Term C Loans and irrevocably waived by Term C Loan Commitments and (ii) the Borrower, Required Lenders may take any of the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an actions specified in Section 8.2(a) in respect of any Term C Loan Payment Event of Default shall have that has occurred and be continuing, is continuing upon the Holder may exercise or otherwise enforce any one or more occurrence 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 otherwiseTerm C Loan Payment Cross Default.

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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, SUBSECTION 15(g) or notice15(h) hereof, all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence of any other Event of Default, if all Liabilities may, at the option of Agent, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default Default, Agent and Lender may exercise from time to time any rights and remedies available to them under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Agent's and Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Agent may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Obligors' premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have occurred the right to store the same at any of Obligors' premises without cost to Agent or Lender. At Agent's request, each Obligor shall, at Borrowers' expense, assemble the Collateral and be continuing, the Holder may exercise or otherwise enforce any make it available to Agent at one or more places to be designated by Agent and reasonably convenient to Agent and such Obligor. Each Obligor recognizes that if an Obligor fails to perform, observe or discharge any of the Holder’s rights, powers, privileges, remedies and interests its Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at law and institute such actions will provide adequate relief to Agent 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 BorrowerLender, and in connection with any such action or proceeding agrees that Agent and Lender shall be entitled to receive from temporary and permanent injunctive relief in any such case without the Borrowernecessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Agent, Lender and the applicable Obligor(s), (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that the applicable Obligor(s) is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale is to be made. Agent and Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and have no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent or Lender of any of the Collateral may be applied by Agent to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, legal expenses and reasonable attorneys' fees, and experts' fees and expenses. No course any balance of delay on such Proceeds may be applied by Agent or Lender toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred Agent may from time to herein or now or hereafter available at law, in equity, by statute or otherwisetime elect.

Remedies Upon an Event of Default. If an Event of Default shall have occurred occurs (other than an event with respect to the Lead Borrower described in Section 7.01(f)), and shall be continuing, the Holder of this Note may at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at its optionthe request of the Required Lenders, by notice to the Lead Borrower, take any or all of the following actions, at the same or different times: (a) terminate the Commitments and thereupon the Commitments shall terminate immediately; (b) 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 Lead Borrower accrued hereunder and under any other Loan Document, the same shall be accelerated and so become due and payablepayable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Lead Borrower; provided, however, that upon and (c) exercise on behalf of itself and the occurrence of Lenders all rights and remedies available to it and the Lenders under the Loan Documents and applicable law. If an Event of Default described in Section 3.1(f)7.01(f) occurs with respect to the Lead Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall automatically become due and payable, in each case, without presentment, demand, protest, protest or noticeother notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Lead 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 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 of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at its optionthe request of the Required 133 DB3/ 204690278.10 Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times: (a) terminate the Commitments, and thereupon the Commitments shall terminate immediately; (b) 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 any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (c) require that the Borrower provide cash collateral as required in Section 2.06(j); and (d) exercise on behalf of itself, the same shall be accelerated Lenders and so due the Issuing Banks all rights and payable; providedremedies available to it, however, that upon the occurrence of Lenders and the Issuing Banks under the Loan Documents and Applicable Law. If an Event of Default described in Section 3.1(f)Sections 7.01(h) or 7.01(i) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest, protest or noticeother notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower. In addition to any other rights and remedies granted to the Administrative Agent and the Lenders in the Loan Documents, the outstanding principal balance Administrative Agent on behalf of the Lenders may exercise all rights and accrued interest hereunder shall be automatically due and payableremedies of a secured party under the New York Uniform Commercial Code or any other applicable law. In addition, if an Event Without limiting the generality of Default shall have occurred and be continuingthe foregoing, the Holder Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries), may exercise in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise enforce dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Holder’s rights134 DB3/ 204690278.10 Administrative Agent or any Lender or elsewhere, powersupon such terms and conditions as it may deem advisable and at such prices as it may deem best, privilegesfor cash or on credit or for future delivery, remedies and interests under this Note all without assumption of any credit risk. The Administrative Agent or applicable law and institute any Lender shall have the right upon any such actions public sale or proceedings in law sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity as of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall deem expedient for reasonably select, whether at the protection of its rights and may prosecute and enforce its claims against all assets and property premises of the Borrower, another Loan Party or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection with therewith or incidental to the care or safekeeping of any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest Collateral or in any other way relating to the date Collateral or the rights of payment plus the Administrative Agent and the Lenders hereunder, including reasonable expenses of collection, including, without limitation, attorneys' and experts' ’ fees and expenses. No course of delay on disbursements, to the payment in whole or in part of the Holder shall operate as a waiver thereof or otherwise prejudice the right obligations of the Holder. No remedy conferred hereby shall be exclusive Loan Parties under the Loan Documents, in such order as set forth in Section 7.03, and only after such application and after the payment by the Administrative Agent of any other remedy referred to herein or now or hereafter available at amount required by any provision of law, in equityincluding Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by statute applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or otherwiseany Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Remedies Upon an Event of Default. (a) 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 occur and be continuing, the Holder Collateral Agent shall (subject to Section 3.5), at the written direction of the Control Party, pursue any of the following remedies, separately, successively, or cumulatively: (i) take possession of any instruments, agreements, mortgages and other documents (including the Mortgage Documents) representing the Qualified Collateral, and all payment records relating to the Qualified Collateral not already in the Collateral Agent’s possession, immediately upon demand, and each of the Grantor and Performance Guarantor grants to the Collateral Agent the right (to the extent of the Grantor’s or Performance Guarantor’s own right), for this purpose, to enter into any premises where the Qualified Collateral or any part thereof may exercise be located during normal business hours and upon reasonable notice to the Grantor or Performance Guarantor, as applicable; and (ii) pursue any other remedy available at law or in equity to collect, enforce, or satisfy obligations of the Grantor and/or the Performance Guarantor under the AgVantage Bond and this Agreement, including exercising its rights as secured creditor to collect income on the Qualified Collateral, or to sell, assign, transfer, lease, or otherwise enforce any one or more dispose of the HolderQualified Collateral whether or not the Qualified Collateral is in the Collateral Agent’s rightspossession, powersin each case subject to the immediately preceding clause (i) above. (b) If the Collateral Agent exercises its rights subject to Section 4.2(a) in respect of the Qualified Collateral upon the occurrence and during the continuance of an Event of Default, privilegesto the fullest extent permitted by applicable law: (i) the Collateral Agent may sell, remedies assign, transfer and interests under this Note deliver, at the Collateral Agent’s option, the whole or applicable any part of the Qualified Collateral at private or public sale, at such prices as the Collateral Agent may, in good faith, deem best, without public advertisement, and each of the Grantor and Performance Guarantor waives notice of the time and place of sale, except any notice that is required by law and institute such actions may not be waived; (ii) the Collateral Agent has no obligation to prepare any Qualified Collateral for sale, and the Collateral Agent may sell any Qualified Collateral and disclaim any warranties without adversely affecting the commercial reasonableness of the sale; and (iii) the Collateral Agent may purchase any or proceedings all Qualified Collateral and may apply any portion of the purchase price to reduce amounts owed by the Grantor or the Performance Guarantor to the Collateral Agent. (c) Subject to Section 9-615 of the UCC, the Proceeds realized by the Collateral Agent upon selling or disposing of the Qualified Collateral will be applied in law or equity the following order: (i) first, for so long as it shall deem expedient a Bond Guarantor Default has occurred and is continuing, to pay all reasonable costs and expenses of every kind incurred by the Collateral Agent for the collection, sale and foreclosure of the Qualified Collateral (including reasonable expenses incurred in the protection of its rights Collateral Agent’s title to or lien upon or right in connection therewith, reasonable expenses for out-of-pocket legal fees in connection therewith or in making any such sale or sales, insurance, commission for sales and may prosecute guaranty); (ii) second, to the Collateral Agent for any amounts due and enforce its claims against all assets and property unpaid in accordance with applicable agreements; (iii) third, to the Bond Guarantor in respect of any amounts previously paid by the Bond Guarantor in respect of the BorrowerGuaranteed Obligations; (iv) fourth, and in connection with any such action or proceeding shall be entitled to receive from interest owed under the BorrowerAgVantage Bond; (v) fifth, payment of to the principal amount of this Note plus accrued interest owed under the AgVantage Bond; and (vi) sixth, any remaining Proceeds will be paid by the Collateral Agent to the date of payment plus reasonable expenses of collectionGrantor or the Performance Guarantor, 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 otherwiseapplicable.

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, at the Holder Bank's sole election, (a) the Bank 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 proceed to protect and enforce its claims rights by an action at law, in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein, or for an injunction against the violation of any of the terms, conditions or provisions hereof, or in aid of the exercise of any power granted hereby or by law, (b) the Bank may at any time or from time to time proceed at law or in equity or otherwise to enforce the lien and security interest of this Mortgage as against all assets and property or any part of the BorrowerMortgaged Property, as the Bank may elect in the exercise of its sole discretion, (c) the Bank may declare the entire amount of the Note or other Secured Obligations (or any of them) and all interest thereon, or, at its option, any part of the foregoing, to be accelerated and immediately due and payable, without further demand or notice, and/or (d) the Bank may pursue all other rights and remedies available to Bank hereunder or at law or in equity. The Bank shall also be entitled as a matter of right, to the extent permitted by law, without regard to the adequacy of the security for the Note and other Indebtedness, to the immediate appointment of a receiver for the Mortgaged Property and of the rents thereof, by a court with proper jurisdiction with all such other powers as the court(s) making such appointment shall confer, and in connection with the Bank, or any of its agents or employees, may serve as such action receiver. Borrower shall deliver to the receiver appointed, or proceeding the Bank if it takes possession of the Mortgaged Property or any part thereof, all original plans and specifications for the Mortgaged Property, records, books, security deposits, leases, agreements, and all other materials whatsoever relating to the construction or operation of the Mortgaged Property. All remedies hereunder shall be entitled cumulative to receive from the Borrowergreatest extent permitted by law. If any Event of Default hereunder shall occur, payment Borrower will pay to the Bank such further amount as shall be sufficient to reimburse the Bank fully for all costs and expenses of collection of the principal amount Secured Obligations and enforcement of this Note plus accrued interest to any security for the date of payment plus reasonable expenses of collectionSecured Obligations, including, including without limitation, Bank's fees and expenses for enforcing this Mortgage or any rights hereunder, its reasonable attorneys', accountants' and expertsappraisers' fees and expenses. No course , court costs, and any taxes, and fees or governmental charges incident to such enforcement 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 otherwiserights and collection.

Remedies Upon an Event of Default. If (a) Upon the occurrence of any Event of Default, the Maker shall be obligated to pay to the Holder the Mandatory Default Amount. The Mandatory Default Amount shall be earned by the Holder on the date of such Event of Default and shall be due and payable on the earlier to occur thereafter of (i) the Maturity Date, (ii) the date of any conversion, (iii) the date of any redemption, (iv) the date of any prepayment of this Note, or (v) the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day 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. (c) Upon the occurrence and during the continuance of an Event of Default shall have occurred and shall be continuingDefault, the Holder of this Note may at any time at its option, option (1) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, Mandatory Default Amount due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f)Sections 2.1(j) or (k) above, the Mandatory Default Amount shall 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, 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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or noticesubsection 15(g) hereof, all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence of any other Event of Default, if all Liabilities may, at the option of Requisite Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default Default, Administrative Agent may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Administrative Agent’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Administrative Agent may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Administrative Agent shall have occurred the right to store the same at any of Borrower’s premises without cost to Administrative Agent or Lenders. At Administrative Agent’s request, Borrower shall, at Borrower’s expense, assemble the Collateral and be continuing, the Holder may exercise or otherwise enforce any make it available to Administrative Agent at one or more places to be designated by Administrative Agent and reasonably convenient to Administrative Agent and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of the Holder’s rights, powers, privileges, remedies and interests its Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at law will provide adequate relief to Administrative Agent 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 BorrowerLenders, and in connection with any such action or proceeding agrees that Administrative Agent and Lenders shall be entitled to receive from temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Administrative Agent and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale is to be made. Administrative Agent and Lenders may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Administrative Agent of any of the Collateral may be applied by Administrative Agent to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, legal expenses and reasonable attorneys' ’ fees, and experts' fees and expenses. No course any balance of delay on such Proceeds may be applied by Administrative Agent toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred Administrative Agent may from time to herein or now or hereafter available at law, in equity, by statute or otherwisetime elect.

Remedies Upon an Event of Default. (a) If an any Event of Default shall have occurred and shall be continuing, continuing for a period of 120 days after written notice thereof from the Holder of this Note may at any time at its option, declare Purchasers to the entire unpaid principal balance of this Note, together Debtors (except with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon respect to the occurrence of one or more of the events specified in subparagraphs 3(v), 3(vii) and 3(viii) hereof, in which case no notice or any continuance of an Event of Default described in Section 3.1(ffor any period of time shall be necessary), without presentmentthe Purchasers shall, demandsubject to the provisions of Section 19 of this Agreement, protesthave all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in the State of New York (the "UCC"), or other applicable law, including the power of sale upon notice, and all rights provided herein, all of which are hereby expressly unconditionally rights and irrevocably waived remedies shall, to the fullest extent permitted by law, be cumulative. (b) The Purchasers shall apply the Borrowerproceeds from the sale or other disposition of the Collateral pursuant to the provisions of this Section 7(b) and any other amounts held by it as Collateral hereunder in the following order: (i) FIRST, to the outstanding principal balance payment of its reasonable costs and accrued interest hereunder shall be automatically due and payable. In additionexpenses, 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, reasonable attorneys' and experts' fees and expenses. No course ), in preserving their interests in such Collateral or in enforcing any remedies granted in or realizing against the security of, this Agreement or any disbursements by the Purchasers under Section 7 hereof and any other amounts owing to the Purchasers under this Agreement; (ii) SECOND, to the payment to the Purchasers of delay accrued and unpaid interest due and payable on the part Promissory Notes made by the Debtors (whether at stated maturity, by acceleration or otherwise); (iii) THIRD, to the payment to the Purchasers of the Holder shall operate as a waiver thereof outstanding principal amount due and payable on the Promissory Notes (whether at stated maturity, by acceleration or otherwise prejudice otherwise); (iv) FOURTH, to the right of the Holder. No remedy conferred hereby shall be exclusive payment of any other remedy Obligations of the Debtors due and payable to the Purchasers on the date of such application; and (v) FIFTH, after the payment in full of all of the obligations (including those not due and payable at the time of the application referred to herein in clauses (i)-(iv) above), to the payment to the Debtors of any surplus then remaining from such proceeds or now otherwise as a court of competent jurisdiction may direct. (c) The realization, sale or hereafter available at law, in equity, other disposition of all or substantially all of the Collateral by statute or otherwisethe Purchasers pursuant to this Section 7(c) shall be deemed to fully relieve and discharge each of the Debtors of all of their respective and collective Obligations hereunder and under the Promissory Notes and related Note Purchase Agreement.

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. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within two (2) Business Days of an officer of the Maker obtaining knowledge 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.

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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or noticesubsection 15(g) hereof, all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence of any other Event of Default, if all Liabilities may, at the option of Requisite Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default Default, Agent may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Agent’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Agent may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrowers’ premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have occurred the right to store the same at any of Borrowers’ premises without cost to Agent or Lenders. At Agent’s request, each Borrower shall, at Borrowers’ expense, assemble the Collateral and be continuing, the Holder may exercise or otherwise enforce any make it available to Agent at one or more places to be designated by Agent and reasonably convenient to Agent and such Borrower. Each Borrower recognizes that if a Borrower fails to perform, observe or discharge any of the Holder’s rights, powers, privileges, remedies and interests its Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at law will provide adequate relief to Agent 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 BorrowerLenders, and in connection with any such action or proceeding agrees that Agent and Lenders shall be entitled to receive from temporary and permanent injunctive relief in any such case without the Borrowernecessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Agent and the applicable Borrower(s), (ii) describe the Collateral that is the subject to the intended disposition, (iii) state the method of the intended disposition, (iv) state that the applicable Borrower(s) is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale is to be made. Agent and Lenders may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent of any of the Collateral may be applied by Agent to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, legal expenses and reasonable attorneys' ’ fees, and experts' fees any balance of such Proceeds may be applied by Agent toward the payment of such of the Liabilities, and expenses. No course in such order of delay application, as Agent may from time to time elect; provided, however, principal and interest on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby Revolving Loans shall be exclusive of any other remedy referred fully satisfied prior to herein or now or hereafter available at law, in equity, by statute or otherwise.applying such proceeds to Borrowers’ Rate Hedging Obligations owed to BofA.

Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default shall have occurred specified in Subsection 9.1(h) or (i) with respect to the Borrower, automatically the Commitments, if any, (b) Except as expressly provided above in this Section 9, to the maximum extent permitted by applicable law, presentment, demand, protest and shall be continuingall other notices of any kind are hereby expressly waived. (c) A Default under Subsection 9.1(d), the Holder of this Note may at any time at its option(e), 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 (f) or (l) will not constitute an Event of Default described until the Administrative Agent or the Required Lenders notify the Borrower in Section 3.1(f)writing of the Default and the Borrower does not cure such Default within the time specified in such clause after receipt of such notice. Such notice must specify the Default, without presentment, demand, protest, demand that it be remedied and state that such notice is a “Notice of Default.” When a Default 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 continuingis cured, it ceases. (d) Notwithstanding anything to the Holder contrary, neither the Administrative Agent nor any Lender may exercise deliver notice of, or otherwise enforce consent, take action or direct or require the Administrative Agent or any one Lender to undertake any action in respect of, any Default or more Event 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 BorrowerDefault with respect to any action taken, and in connection with any reported publicly or to Lenders, more than two years prior to such notice of, consent, action or proceeding direction or requirement to undertake action in respect of, Default or Event of Default, and such notice, consent, action or direction or requirement to undertake action shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest invalid and have no effect. (e) The Borrower shall deliver to the date Administrative Agent, within 30 days after the occurrence thereof, written notice in the form of payment plus reasonable expenses a certificate 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 Responsible Officer of any other remedy referred Event of Default under Subsection 9.1(g) or Subsection 9.1(j) and any event that with the giving of notice or the lapse of time would become an Event of Default under Subsection 9.1(d), Subsection 9.1(e), Subsection 9.1(f) or Subsection 9.1(l), its status and what action the Borrower is taking or proposes to herein or now or hereafter available at law, in equity, by statute or otherwise.take with respect thereto. SECTION

Remedies Upon an Event of Default. (a) 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 (other than an Event of Default described specified in Section 3.1(f5.1(f) (Events of Default) with respect to the Issuer) with respect to the Notes occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Notes may declare all unpaid principal of the Notes and accrued and unpaid interest thereon to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee, if the notice is given by the Holders), without presentment, demand, protest, or stating that such notice is an “acceleration notice, all of which are hereby expressly unconditionally ,” and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder upon any such declaration such amounts shall be automatically become due and payablepayable immediately. In addition, if If an Event of Default specified in Section 5.1(f) (Events of Default) with respect to the Issuer occurs and is continuing, then the principal of the Notes and accrued and unpaid interest thereon shall have occurred become and be continuing, the Holder may exercise immediately due and payable without any declaration 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 other act on the part of the Holder shall operate as Trustee or any Holder.‌ (b) At any time after a waiver thereof declaration of acceleration has been made and before a judgment or otherwise prejudice the right decree for payment of the Holdermoney due has been obtained by the Trustee as hereinafter provided in this Article, the Majority Holders by written notice to the Issuer and the Trustee may rescind or annul such declaration if: (i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on the Outstanding Notes, (b) all unpaid principal of the Notes that has become due otherwise than by such declaration of acceleration, (c) to the extent that payment of such interest on the Notes is lawful, interest on such overdue interest (including any Additional Amounts) as provided herein and (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (ii) all Events of Default have been cured or waived as provided in Section 6.2 other than the nonpayment of principal that has become due solely because of acceleration. No remedy conferred hereby such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto. (c) The Trustee shall not be exclusive charged with knowledge of any other remedy referred Default or Event of Default or knowledge of any cure of any Default or Event of Default with respect to herein the Notes unless either (i) a Responsible Officer of the Trustee with direct responsibility for this Indenture has actual knowledge of such Default or now Event of Default or hereafter available at law, (ii) written notice of such Default or Event of Default has been given to the Trustee by the Issuer or any Holder in equity, by statute or otherwisethe manner specified 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 Bank may exercise or otherwise enforce any one or more (i) notify the Trustee of the Holder’s rightsoccurrence and continuance of such Event of Default whereupon the Trustee shall accelerate payment of all the outstanding Bonds and the interest accrued thereon pursuant to and in accordance with Section 10.01 of the Indenture, powersand notify the Trustee of the Bank's determination to terminate the Letter of Credit on the 12th Business Day following the Trustee's receipt of such notice, privilegesand, in either case, provide a copy of such notice to the Company and the Issuer, (ii) if a drawing to pay interest on the Bonds shall have been made under the Letter of Credit (other than such a drawing in respect of the payment of interest upon scheduled or accelerated maturity, or redemption, of the Bonds), notify the Trustee prior to the tenth day following such drawing that the Bank has not been reimbursed for such drawing and that the Interest Component (as defined in the Letter of Credit) in the amount of such drawing will not be reinstated, (iii) require the Company to provide cash collateral in respect of the undrawn portion of the Stated Amount of the Letter of Credit, whereupon the Company shall deposit with the Bank as cash collateral an amount equal to such undrawn portion, (v) exercise all the rights and remedies and interests under this Note provided herein; provided, however, that in the event of an actual or applicable law and institute such actions deemed entry of an order for relief with respect to the Company or proceedings in law or equity as it shall deem expedient for the protection any of its rights Subsidiaries under the Federal Bankruptcy Code, all amounts reimbursable pursuant to Section 2.02(a), all interest accrued and may prosecute unpaid thereon and enforce all other amounts payable hereunder shall automatically become due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company." (n) Section 7.3 is deleted in its claims against all assets and property entirety. 4. The Company reaffirms each of the Borrower, representations and warranties contained in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment Agreement as of the principal amount of this Note plus accrued interest to date hereof as though made on the date hereof and reaffirms each of payment plus reasonable expenses its obligations under the Agreement. In witness whereof, the Company and the Bank have executed this Amendment in counterpart copies (all of collection, including, without limitation, attorneys' and experts' fees and expenses. No course of delay on the part which shall constitute but one original) as of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holderdate set forth above. 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.KEYSPAN GENERATION LLC By: /s/Michael J. Taunton ------------------------- Name: Michael J. Taunton Tixxx: Xxxx Xxxxxxxxt and Treasurer NATIONAL WESTMINSTER BANK PLC NEW YORK BRANCH By: /s/ -------------------------- Name: Patricia J. Dundee Tixxx: Xxxxxx Vice President

Remedies Upon an Event of Default. If an any Event of Default --------------------------------- shall have occurred and shall be continuing, any Bank may (a) declare its Commitments terminated (whereupon the Holder of this Note may at any time at its option, Commitments shall be terminated) and/or (b) declare the entire unpaid principal balance amount then outstanding of, and the accrued interest on, any of this Note, together with its Borrower Loans and facility fee and all interest accrued hereon, other amounts payable hereunder and under the Borrower Notes it holds to be forthwith due and payable, and thereupon, the same whereupon such amounts shall be accelerated and so become immediately due and payable; provided, howeverwithout notice (including, that upon the occurrence without limitation, notice of an Event of Default described in Section 3.1(fintent to accelerate), without presentment, demand, protest, protest or noticeother formalities of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower, Borrowers; provided that in the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if case of the occurrence -------- of an Event of Default shall have occurred with respect to the Borrowers referred to in clauses 9.1(f) and be continuing9.1(g) of Section 9.1, 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 Commitments shall be entitled to receive from the Borrower, payment of automatically terminated and the principal amount then outstanding of this Note plus and the accrued interest to on the date any of payment plus reasonable expenses of collectionthe Borrower Loans and commitment fees and all other amounts payable hereunder and under the Borrower Notes shall be and become automatically and immediately due and payable, without notice (including, without limitation, attorneys' notice of intent to accelerate), presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowers. Each Bank agrees to provide notice to the other Bank or Banks and experts' fees and expenses. No course the Collateral Agent with reasonable promptness (but in no event later than the next Banking Day) of delay on the part any actions it undertakes 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, type described in equity, by statute or otherwiseclauses (a) and (b) above.

Remedies Upon an Event of Default. 11.1 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 : (a) The Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise enforce available to it, all of the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in the State of Delaware (the "UCC") and also may (i) exercise any and all rights and remedies of the Borrower under, in connection with, or otherwise in respect of, such Collateral, including the completion and filing of the IP Assignment, (ii) require the Borrower to, and the Borrower hereby agrees that it will at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral or the documents embodying such Collateral as directed by the Secured Party and make it available to the Secured Party, at a place to be designated by the Secured Party that is reasonably convenient to both the Secured Party and the Borrower, (iii) occupy any premises owned or leased by the Borrower where the Collateral or documents embodying the Collateral or any part thereof are assembled for a reasonable period in order to effectuate the Secured Party' rights and remedies hereunder or under applicable law, without obligation to the Borrower in respect of such occupation, (iv) license such Collateral or any part thereof, (v) with notice as specified below, sell such Collateral or any part thereof in one or more parcels at public or private sale, at any of the Holder’s rightsSecured Party' offices or elsewhere, powersfor cash, privilegeson credit or for future delivery, remedies and interests under this Note or applicable law upon such other terms as the Secured Party may deem commercially reasonable, 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 (vi) without prior notice to the Borrower, direct any licensee of any Collateral to pay all royalties and other payments which may be or which may thereafter become payable to the Borrower directly to the Secured Party or any designee of the Secured Party, but the Secured Party shall give notice to the Borrower of any such direction no later than five (5) business days after giving any such direction. The Borrower agrees that at least ten (10) business days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, with further notice to the Borrower, be made at the time and place to which it was so adjourned. (b) All payments received by the Borrower under or in connection with any such action or proceeding the Collateral shall be entitled to receive from received in trust for the Borrower, payment benefit of the principal amount Secured Party, shall be segregated from other funds of this Note plus accrued interest the Borrower and shall be immediately paid over to the date Secured Party in the same form as so received (with any necessary endorsement). (c) All payments made under or in connection with or otherwise in respect of payment plus reasonable expenses the Collateral, and all cash proceeds received by the Secured Party in respect of collectionany sale of, includingcollection from, without limitationor other realization upon all or any part of such Collateral may, attorneys' in the discretion of the Secured Party, be held by the Secured Party, as collateral for, and experts' fees and expenses. No course then or at any time thereafter applied for the benefit of delay on the Secured Party against all or any part of the Holder shall operate as a waiver thereof Obligations. Any sale or otherwise prejudice the right other disposition of the Holder. No remedy conferred hereby Collateral and the possession thereof by the Secured Party shall be exclusive in compliance with all provisions of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwiseapplicable law (including applicable provisions of the UCC).

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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, subsections 15(g) or notice(h) hereof, all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by automatically become due and payable, and this Agreement shall terminate, and Lender shall have no further obligation to make Loans, without notice of any kind or the Borrowernecessity of any affirmative action on the part of Lender. Upon the occurrence of any other Event of Default, all Liabilities may, at the outstanding principal balance option of Lender, and accrued interest hereunder without demand, notice or legal process of any kind, be declared, and immediately shall be automatically become, due and payable. In additionAfter the occurrence and during the continuance of any Event of Default, if (i) Lender shall have no obligation to make any further Loans or to make or continue any LIBOR Rate Loans, and any Loans or LIBOR Rate Loans made or continued during such time shall be made at the sole and absolute discretion of the Lender, without establishing a cause of conduct or obligating Lender to make or continue any additional such Loans or LIBOR Rate Loans during such time as an Event of Default shall have occurred continue to exist, and (ii) at the option of Lender, all outstanding LIBOR Rate Loans may be continuingconverted to Prime Rate Loans. (b) Upon the occurrence of an Event of Default, the Holder Lender may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrowers' premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise enforce disposed of, and Lender shall have the right to store the same at any of Borrowers' premises without cost to Lender. At Lender's request, each Borrower shall, at Borrowers' expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Each Borrower recognizes that if any Borrower fails to perform, observe or discharge any of the Holder’s rights, powers, privileges, remedies and interests its Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at 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 Borrowerwill provide adequate relief to Lender, and in connection with any such action or proceeding agrees that Lender shall be entitled to receive from temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and the applicable Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrowers are entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be applied by Lender to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, legal expenses and reasonable attorneys' fees, and experts' fees and expenses. No course any balance of delay on such Proceeds may be applied by Lender toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as Lender may from time to time elect. (c) In connection with its rights and remedies, Lender is hereby granted a waiver thereof license or otherwise prejudice other right to use and/or sublicense, upon and after the right occurrence and during the continuance of the Holder. No remedy conferred hereby shall be exclusive an Event of Default, without charge, each Borrower's labels, patents, copyrights, rights of use of any other remedy referred name, trade secrets, tradenames, trademarks and advertising matter, or any property of a similar nature, as it pertains to herein or now or hereafter available at lawthe Collateral, in equity, by statute or otherwiseadvertising for sale and selling any Collateral and each Borrower's rights under all license agreements shall inure to Lender's benefit.

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 continuingcontinuing and acceleration shall have occurred pursuant to Section 702, the Holder Trustee may, subject in each case to the provisions of Section 807, exercise any or all of the rights and remedies granted to it in any Security Document. Without limiting the generality of the foregoing, the Issuer expressly agrees that in any such event the Trustee, without demand of performance or any other demand, advertisement or notice of any kind (except the notice specified below of the time and place of public or private sale) to or upon the Issuer or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable law), may, and at the written instruction of the Majority Holders shall, subject to the provisions of any law or regulation having the force of law: (a) collect, receive and appropriate any or all of the Collateral and exercise any right, remedy, power or privilege of the Issuer under any Material Agreement; (b) set off against all amounts due and payable hereunder with funds held in the Accounts; (c) proceed by suit at law or in equity to seek specific performance of any obligation of the Issuer; (d) take possession of the Collateral forthwith or any time thereafter, in which case the Issuer shall marshal and deliver the Collateral to the Trustee or its designee at such time or times and such place or places as the Trustee may exercise reasonably specify; (e) subject to the provisions of Section 704, forthwith sell, lease, assign, give an option or options to purchase or otherwise enforce dispose of and deliver all or any part of the Collateral (or contract to do so) at one or more public or private sales, at any exchange, broker's board or at any of the Holder’s rightsTrustee's offices or elsewhere at such prices as it may deem best, powers, privileges, remedies and interests under this Note for cash or applicable law and on credit or for future delivery without assumption of any credit risk; (f) institute such actions legal proceedings for the appointment of a receiver with respect to any or proceedings in all of the Collateral or with respect to the Issuer; or (g) proceed by suit at law or in equity to foreclose upon, or appoint a receiver with respect to, the Collateral or exercise any other right or remedy (including specific performance of the Issuer's obligations under the Financing Documents) available under applicable law. The Trustee may sell any or all of the Collateral as provided above at any private or public sale, it being hereby agreed that twenty (20) Business Days' notice by the Trustee to the Issuer shall deem expedient for be deemed to be reasonable notice of any such sale. The Issuer hereby waives, to the protection of its rights and may prosecute and enforce its extent permitted by applicable law, any claims against all assets and property the Trustee arising by reason of the Borrower, and in connection with fact that the price at which Collateral may have been sold at any such action or proceeding shall be entitled to receive from private sale was less than 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 price which might have been obtained at 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 otherwisepublic sale.

Remedies Upon an Event of Default. If (a) Upon the occurrence of any Event of Default, interest will be payable on the Note at a rate of 15% per annum (“Interest Upon Default Amount”) which interest will accrue from the first date of the Event of Default on the Outstanding Principal Amount, for as long as the Event of Default will not have been remedied. The Maker must pay this amount of interest on the Outstanding Principal Amount to the Investor on a monthly basis in arrears on the last day of each calendar month following Event of Default. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day 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. (c) Upon the occurrence and during the continuance of an Event of Default shall have occurred and shall be continuingDefault, the Holder of this Note may at any time at its option, option (1) declare the entire unpaid principal balance Interest Upon Default Amount has commenced, without presentment, demand, protest or notice, all of this Note, together with which are hereby expressly unconditionally and irrevocably waived by the Maker and (2) exercise all interest accrued hereon, due other rights and payable, and thereupon, remedies available to it under the same shall be accelerated and so due and payableTransaction Documents; provided, however, that upon the occurrence of an Event of Default described above, the Holder, in Section 3.1(f)its sole and absolute discretion, without presentment, demand, protest, may: (a) from time-to-time demand that all or notice, all a portion of which are hereby expressly unconditionally the Outstanding Principal Amount be converted into Common Shares at the lower of (i) the then-current Conversion Price and irrevocably waived (ii) eighty percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Borrower, Holder of the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Event applicable notice of Default shall have occurred and be continuing, the Holder may conversion 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 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 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. (a) 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 or otherwise enforce any one or more by notice to the Borrower (i) declare the commitment of the Holder’s rightsBank to make Loans hereunder to be terminated, powerswhereupon the same shall forthwith terminate, privilegesand (ii) declare the Loans, remedies all interest thereon, any accrued and interests under this Note unpaid fees and all other amounts payable hereunder 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 respect of the BorrowerLoans to be forthwith due and payable, whereupon they shall become and in connection with be forthwith due and payable, without presentment, demand, protest, or further notice of any such action or proceeding shall be entitled to receive from kind, all of which are hereby expressly waived by the Borrower. Notwithstanding the foregoing, payment upon the occurrence of any of the principal amount events or conditions described in Section 10.01(i) or (j) above, the commitment of this Note plus the Bank to make Loans shall automatically be terminated and the Loans, all interest thereon and all accrued interest to and unpaid fees and all other amounts payable hereunder or in respect of the date of payment plus reasonable expenses of collection, includingLoans shall im mediately become due and payable, without limitation, attorneys' and experts' fees and expenses. No course of delay any requirement on the part of the Holder shall operate as a waiver thereof Bank to give notice, or make declaration, of any kind regarding such Event of Default and without presentment, demand, protest or any other requirement on the part of the Bank, all of which are hereby expressly waived by the Borrower. (b) The Bank may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise prejudice available to it, all the right rights and remedies of a secured party under applicable law and also may do any or all of the Holder. No remedy conferred hereby following: (i) In the name of the Bank or in the name of the Borrower or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for, or make any compromise or settlement deemed desirable with respect to, any of the Collateral, but the Bank shall be exclusive under no obligation so to do, and the Bank may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, or release, any of the Collateral without thereby incurring responsibility to, or discharging or otherwise affecting any liability of, the Borrower. (ii) Enter upon the premises, or wherever the Collateral may be, and take possession thereof, and maintain such possession on the Borrower's premises, or demand and receive such possession from any person who has possession thereof, or remove the Collateral or any part thereof, to such other places as the Bank may desire, without any obli gation to pay the Borrower for any use and occupancy of such premises. (iii) Without notice except as specified below and with or without taking the possession thereof, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any location chosen by the Bank, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Bank may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least five days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification, but notice given in any other remedy referred reasonable manner or at any other reasonable time shall constitute reasonable notification. The Bank shall not be obligated to herein make any sale of Collateral regardless of notice of sale having been given. The Bank may adjourn any public or now private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Borrower agrees that the Bank shall have no obligation to preserve rights in the Collateral against prior parties or hereafter available at lawto marshal any Col lateral for the benefit of any Person. The Bank is hereby granted a license or other right to use, without charge, the Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in equitycompleting advertising for the sale of, by statute and the selling of any Collateral, and the Borrower's rights under all licenses and franchise agreements shall inure to the Bank's benefit. (iv) The Bank may, in addition to any other rights it may have under this Agreement or otherwise, appoint by instrument in writing a receiver or receiver and manager (both of which are herein called a "Receiver") of all or any part of the Collateral or may institute proceedings in any court of competent jurisdiction for the appointment of such a Receiver. Any such Receiver is hereby given and shall have the same powers and rights as the Bank has under this Agreement, at law or in equity. In exercising any such powers, any such Receiver shall act as and for all purposes shall be deemed to be the agent of the Borrower and the Bank shall not be responsible for any act or default of any such Receiver absent the gross negligence or wilful misconduct of the Bank or the Receiver. The Bank may appoint one or more Receivers hereunder and may remove any such Receiver or Receivers and appoint another or other in his or their stead from time to time. Any Receiver so appointed may be an officer or employee of the Bank. The Borrower agrees that any Receiver appointed by the Bank need not be appointed by, nor is his appointment required to be ratified by nor his actions in any way supervised by, a court. (v) Apply, without notice, any cash or cash items constituting Collateral in the possession of the Bank (constructive or otherwise) to payment of any of the obligations. (vi) The Bank may carry on or concur in the carrying on of, all or any part of the business or under takings of the Borrower and may, to the exclusion of all others, including the Borrower, enter upon, occupy and use all or any of the premises, buildings, plants and undertakings of or occupied or used by the Borrower and may use all or any of the Collateral of the Borrower for such time as the Bank sees fit, free of charge, to carry on the business of the Borrower and, if applicable, to manufacture or complete the manufacture of any Inventory and to pack and ship any Inventory. The Bank shall not be liable to the Borrower for any negligence in so doing or in respect of any

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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, 15(g) or notice15(h) hereof, all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence of any other Event of Default, if all Liabilities may, at the option of Agent, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default Default, Agent may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements, and all of Agent's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Agent may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of the Borrowers' or Guarantor's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have occurred the right to store the same at any of the Borrowers' premises without cost to Agent. At Agent's request, each Borrower shall assemble the Collateral and be continuing, the Holder may exercise or otherwise enforce any make it available to Agent at one or more places to be designated by Agent and reasonably convenient to Agent and the Borrowers. The Borrowers recognize that if the Borrowers fail to perform, observe or discharge any of the Holder’s rights, powers, privileges, remedies and interests their Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at 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 Borrowerwill provide adequate relief to Agent, and in connection with any such action or proceeding agrees that Agent shall be entitled to receive from temporary and permanent injunctive relief in any such case without the Borrowernecessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) calendar days prior to such disposition. Agent may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent of any of the Collateral may be applied by Agent to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, legal expenses and reasonable attorneys' fees actually incurred, and experts' fees and expenses. No course any balance of delay on such proceeds may be applied by Agent toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as Agent may from time to time elect. (c) Without limiting the rights of Agent or Lender under applicable law, Agent and Lender have a waiver thereof or otherwise prejudice the right of set-off, a lien against and a security interest in all property of the Holder. No remedy conferred hereby shall be exclusive Borrowers and the Guarantors now or at any time in the possession of Agent or Lender or any affiliate of Agent or Lender in any capacity whatsoever, including but not limited to any balance of any deposit, trust or agency account, or any other remedy referred bank account, as security for all Liabilities. At any time and from time to herein time following the occurrence and during the continuance of a Default or now an Event of Default, Agent may without notice or hereafter available demand, set off and apply or cause to be set-off and applied any and all deposits (general or special, time or demand, provisional or final) at lawany time held and other indebtedness at any time owing by Agent, in equity, by statute Lender or otherwiseany affiliate of Agent or Lender to or for the credit of any Borrower or any Guarantor against any or all of the Liabilities.

Remedies Upon an Event of Default. If (a) Upon a Responsible Officer of the Borrower obtaining actual knowledge of the occurrence of an Early Amortization Event, Unmatured Event of Default or an Event of Default, the Borrower shall notify the Servicer, the Administrative Agent within five (5) Business Days, specifying the specific Early Amortization Event(s), Unmatured Event(s) of Default shall have or Event(s) of Default that occurred and shall as well as all other Events of Default that are then known to be continuing. (b) 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, the Holder Administrative Agent or the Majority Lenders, by notice to the Borrower, may do any one or more of this Note may at any time at its option, the following: (1) declare the entire unpaid Commitments to be terminated, and/or (2) declare the principal balance of this Note, together with and the accrued interest on the Advances and all interest accrued hereon, other amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, and thereupon, the same whereupon such amounts shall be accelerated and so immediately 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, 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. In addition, if without any further action by any party. (c) Upon the occurrence and during the continuance of an Event of Default Default, following written notice by the Administrative Agent (provided in its sole discretion or at the direction of the Majority Lenders) of the exercise of control rights with respect to the Collateral: (x) the Borrower’s unilateral power to direct the acquisition, sales and other dispositions of Facility Receivables will be immediately suspended and (y) the Borrower shall, or shall have occurred and be continuingcause an Affiliate, the Holder may exercise to acquire, sell 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 dispose of any other remedy referred to herein or now or hereafter available at law, Facility Receivable as directed by the Administrative Agent in equity, by statute or otherwiseits sole discretion.

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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or noticesubsection 15(g) hereof, all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence of any other Event of Default, if all Liabilities may, at the option of Requisite Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default Default, Agent may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Agent's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Agent may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of any Company's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have occurred the right to store the same at any of any Company's premises without cost to Agent or Lenders. At Agent's request, each Company shall, at Cantar U.S.'s expense, assemble the Collateral and be continuing, the Holder may exercise or otherwise enforce any make it available to Agent at one or more places to be designated by Agent and reasonably convenient to Agent and such Company. Each Company recognizes that if it fails to perform, observe or discharge any of the Holder’s rights, powers, privileges, remedies and interests its Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at law will provide adequate relief to Agent 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 BorrowerLenders, and in connection with any such action or proceeding agrees that Agent and Lenders shall be entitled to receive from temporary and permanent injunctive relief in any such case without the Borrowernecessity of proving actual damages. Any notification of intended disposition of any of the Collateral of a Company required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Agent and such Company, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that such Company is entitled to an accounting of the Liabilities of such Company and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale is to be made. Agent and Lenders may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent of any of the Collateral may be applied by Agent to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, legal expenses and reasonable attorneys' fees, and experts' fees and expenses. No course any balance of delay on such Proceeds may be applied by Agent toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred Agent may from time to herein or now or hereafter available at law, in equity, by statute or otherwisetime elect.

Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have occurred and presented the documents required thereunder (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender)) 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, immediately become due and payable, and thereupon(B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to the Borrower Representative, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender)) to be due and payable forthwith, whereupon the same shall be accelerated and so immediately become due and payable; provided. (b) Except as expressly provided above in this Section 9, howeverto the maximum extent permitted by applicable law, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, protest and all other notices of which any kind 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 otherwisewaived.

Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to the Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have occurred and presented the documents required thereunder) 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, immediately become due and payable, and thereupon(B) if such event is any other Event of Default, with the consent of the Required Lenders (or, if a Financial Covenant Event of Default occurs and is continuing, at the request of, or with the consent of the Required Revolving Lenders only, and without limiting Subsection 9.1(c), only with respect to the Revolving Loans, Revolving Commitments, Swing Line Commitments, Swing Line Loans, any Letter of Credit and L/C Obligations), the Administrative Agent may, or upon the request of the Required Lenders or the Required Revolving Lenders, as the case may be, the Administrative Agent shall, by notice to the Borrower, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall be accelerated and so immediately become due and payable; provided. (b) Except as expressly provided above in this Section 9, howeverto the maximum extent permitted by applicable law, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, protest and all other notices of which any kind 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 otherwisewaived.

Remedies Upon an Event of Default. If (a) Upon a Responsible Officer of the Borrower obtaining actual knowledge of the occurrence of an Early Amortization Event, Unmatured Event of Default or an Event of Default, the Borrower shall notify the Servicer, the Administrative Agent within five (5) Business Days, specifying the specific Early Amortization Event(s), Unmatured Event(s) of Default shall have or Event(s) of Default that occurred and shall as well as all other Events of Default that are then known to be continuing. (b) 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, the Holder Administrative Agent or the Majority Lenders, by notice to the Borrower, may do any one or more of this Note may at any time at its option, the following: (1) declare the entire unpaid Commitments to be terminated, and/or (2) declare the principal balance of this Note, together with and the accrued interest on the Advances and all interest accrued hereon, other amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, and thereupon, the same whereupon such amounts shall be accelerated and so immediately 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, 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. In addition, if without any further action by any party. (c) Upon the occurrence and during the continuance of an Event of Default Default, following written notice by the Administrative Agent (provided in its sole discretion or at the direction of the Majority Lenders) of the exercise of control rights with respect to the Collateral: (x) the Borrower’s unilateral power to direct the acquisition, sales and other dispositions of Receivables will be immediately suspended and (y) the Borrower shall, or shall have occurred and be continuingcause an Affiliate, the Holder may exercise to acquire, sell 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 dispose of any other remedy referred to herein or now or hereafter available at law, Receivable as directed by the Administrative Agent in equity, by statute or otherwiseits sole discretion.

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 Agent, upon direction of the Holder’s rightsRequired Banks, 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 Required Banks may prosecute and enforce its claims against all assets and property by notice to the Borrower (i) declare the Commitment of the BorrowerBanks to make Revolving Loans hereunder to be terminated, whereupon the same shall forthwith terminate, and/or (ii) declare the Revolving Loans, all interest thereon, any accrued and unpaid fees and all other amounts payable hereunder or in connection with respect of the Revolving Loans to be forthwith due and payable, whereupon they shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any such action or proceeding shall be entitled to receive from kind, all of which are hereby expressly waived by the Borrower. Notwithstanding the foregoing, payment upon the occurrence of any Event of Default involving the Borrower described in Sections 10.01(i) or (j) above, the commitment of the principal amount Banks to make Revolving Loans shall automatically be terminated and the Revolving Loans, all interest thereon and all accrued and unpaid fees and all other amounts payable hereunder or in respect of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, includingRevolving Loans shall immediately become due and payable, without limitation, attorneys' and experts' fees and expenses. No course of delay any requirement on the part of the Holder shall operate as a waiver thereof Required Banks 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 Required Banks, all of which are hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, expressly waived by statute or otherwisethe Borrower.

Remedies Upon an Event of Default. If Upon the occurrence of an Event of Default Default, PIBL shall have occurred the following rights: (a) In the event that the Amended Debentures are not repaid in full on the Maturity Date, or when otherwise due in accordance with the terms and shall be continuing, the Holder conditions of this Note may at any time at its optionAgreement, 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 or upon the occurrence of of: (i) an Event of Default described in Section 3.1(f13(a) (involving payment defaults of greater than $100,000 in the aggregate), without presentmentor (ii) after the expiration of applicable cure periods, 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 described in Sections 13(b) through (h), the Holders and their agents (including PIBL in its capacity as agent for the Holders of the Amended Debentures) shall have occurred the right to pursue any and all remedies legally available to them under the Modification Documents or under applicable law, in any order or priority that they may elect, and without notice to or consultation with Med, ARL or any other Person, except as may be continuingrequired under applicable law. (b) Upon the occurrence of any other Event of Default (including an Event of Default under Section 13(i) of this Agreement), the Holder may exercise Holders and their agents (including PIBL in its capacity as agent for the Holders of the Amended Debentures) shall have the right to pursue any and all remedies legally available to them under the Modification Documents or under applicable law, in the order and priority described below: (i) to receive the net proceeds, after payment of Servicing Costs and the Sellers Override, of any collections on the ARL Accounts; (ii) to enforce the pledge of and liquidate the proceeds contained in the ARL Collection Account; (iii) to receive the net proceeds, after payment of Servicing Costs, of any collections on the Med Eligible Accounts Receivable, subject to the prior right and interest (if any) of (A) the financing source(s) for the purchase of the Transferred Debenture and (B) the purchaser(s) of accounts receivable under financing arrangements with NCFE or its affiliates in such Med Eligible Accounts Receivable; (iv) to seek payment from, or otherwise enforce proceed against the other assets of Med, the Med Subsidiaries or ARL; and (v) any one other remedies or more of recourse available under the Holder’s rights, powers, privileges, remedies and interests under this Note Modification Documents or applicable law and institute such actions law. (c) No failure 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 any Holder or any agent of the Holder Holders (including PIBL in its capacity as agent for the Holders of the Amended Debentures) in the exercise of any power, right or privilege hereunder or under any other Modification Document shall operate as impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein power, right or now privilege. Except as otherwise provided in this Agreement, all rights and remedies existing under this Agreement and the other Modification Documents are cumulative to, and not exclusive of, any rights or hereafter available at law, in equity, by statute or otherwiseremedies that are otherwise available.

Remedies Upon an Event of Default. If (a) Promptly, but not later than two (2) Business Days after a Responsible Officer of the Borrower obtains knowledge of the occurrence of an Unmatured Event of Default or an Event of Default, the Borrower shall notify the Administrative Agent, specifying the specific Unmatured Event(s) of Default shall have or Event(s) of Default that occurred and shall as well as all other Events of Default that are then known to be continuing. (b) Upon the occurrence and during the continuation 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, the Holder Administrative Agent at the direction of this Note the Majority Lenders, by notice to the Borrower, may at any time at its option, declare the entire unpaid principal balance of this Note, together with and the accrued interest on the Advances and all interest accrued hereon, other amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, whereupon such amounts shall be immediately due and thereuponpayable without presentment, demand, protest or other formalities of any kind, all of which are hereby waived by the Borrower; provided that, upon the occurrence of any Event of Default described in clause (f) of Section 6.01, the same Advances and all such other amounts shall be accelerated and so automatically become due and payable; provided, however, that upon without any further action by any party. (c) Upon the occurrence of an Event of Default and during the continuation, the Administrative Agent may (i) instruct the Borrower to deliver any or all of the Collateral, the Related Documents and any other documents relating to the Collateral to the Administrative Agent or its designees and otherwise give all instructions for the Borrower regarding the Collateral; (ii) sell or otherwise dispose of the Collateral in a commercially reasonable manner, all without judicial process or proceedings; (iii) take control of the Proceeds of any such Collateral; (iv) subject to the provisions of the applicable Related Documents, exercise any consensual or voting rights in respect of the Collateral; (v) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Collateral; (vi) enforce the Borrower’s rights and remedies with respect to the Collateral; (vii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; (viii) require that the Borrower immediately take all actions necessary to cause the liquidation of the Collateral in order to pay all amounts due and payable in respect of the Obligations, in accordance with the terms of the Related Documents; (ix) redeem or withdraw or cause the Borrower to redeem or withdraw any asset of the Borrower to pay amounts due and payable in respect of the Obligations; (x) make copies of or, if necessary, remove from the Borrower’s, any Servicer’s and their respective agents’ place of business all books, records and documents relating to the Collateral; and (xi) endorse the name of the Borrower upon any items of payment relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor. The Borrower hereby agrees that, upon the occurrence and during the continuation of an Event of Default, at the request of the Administrative Agent or the Required Lenders (acting through the Administrative Agent), it shall execute all documents and agreements which are necessary or appropriate to have the Collateral to be assigned to the Administrative Agent or its designee. For purposes of taking the actions described in Section 3.1(fthe preceding clauses (i) through (xi), the Borrower hereby irrevocably appoints the Administrative Agent as its attorney-in-fact (which appointment being coupled with an interest and is irrevocable while any of the Obligations remain unpaid, with power of substitution), in the name of the Administrative Agent or in the name of the Borrower or otherwise, for the use and benefit of the Administrative Agent (for the benefit of the Secured Parties), but at the cost and expense of the Borrower and, except as permitted by applicable law, without notice to the Borrower. (d) Upon the occurrence and during the continuation of an Event of Default, (i) the Servicer’s power under the Facility Documents to consent to modifications to, except as may be required by Applicable Law, and direct the acquisition, sales and other dispositions of Collateral Loans will be immediately suspended and (ii) the Borrower agrees, at the Administrative Agent’s request, to instruct the Servicer to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at the Borrower’s premises or elsewhere. (e) Without limiting the generality of the foregoing, upon the occurrence and during the continuation of an Event of Default, the Administrative Agent on behalf of the Secured Parties without demand of performance or other demand, presentment, demand, protest, advertisement or notice, all notice of which are hereby expressly unconditionally and irrevocably waived any kind (except any notice required by law referred to below) to or upon the Borrower, the outstanding principal balance Servicer or any other Person (all and accrued interest hereunder each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith, deliver an activation or control notice or similar notice under any Account Control Agreement and the Custody Agreement, collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), at public or private sale or sales, at any exchange, auction or office of the Administrative Agent or elsewhere upon such terms and conditions and at prices that are consistent with the prevailing market for similar collateral as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall be automatically due have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Borrower, which right or equity is hereby waived or released. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and payable. In additionexpenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with the priority of payments set forth in Section 9.01, and only after such application and after the payment by the Administrative Agent of any other amount required or permitted by any provision of law, including Section 9-504(1)(c) of the UCC, need the Administrative Agent account for the surplus, if an Event any, to the Borrower. (f) The Borrower agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of Default shall have occurred any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any part of the Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and the Borrower, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be continuinglawful so to do, the Holder may exercise or otherwise enforce benefit of all such laws, and any one or more and all right to have any of the Holder’s rightsproperties or assets constituting the Collateral marshaled upon any such sale, powersand agrees that the Administrative Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or in such parcels as the Administrative Agent or such court may determine. (g) To the extent permitted by Applicable Law, privilegesthe Borrower waives all claims, remedies damages and interests under this Note or applicable law and institute such actions or proceedings in law or equity as demands it shall deem expedient for may acquire against the protection Secured Parties arising out of the exercise by any of the Secured Parties of any of its rights hereunder, other than those claims, damages and may prosecute and enforce its claims against all assets and property demands arising from the gross negligence or willful misconduct of the Borrower, and in connection with such Secured Party. If any such action notice of a proposed sale or proceeding other disposition of Collateral shall be entitled to receive from the Borrowerrequired by law, payment of the principal amount of this Note such notice shall be deemed reasonable and proper if given at least ten (10) Business Days before such sale or other disposition. The Borrower shall remain liable for any deficiency (plus accrued interest thereon) if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the date of payment plus Borrower Obligations and the reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenses. No course disbursements of delay on the part any attorneys employed by any 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 Secured Parties to herein or now or hereafter available at law, in equity, by statute or otherwisecollect such deficiency.

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 (a) Upon the occurrence and during the continuance of an Event of Default described in Section 3.1(fDefault, the Collateral Agent may, subject to the provisions of the Senior Note Indenture (or of the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), this Security Agreement, the Collateral Agent's and the Trustees' compliance with any requirements of law (including, without presentmentlimitations, demandthe applicable Uniform Commercial Code and the Personal Property Security Act (Ontario)) applicable to the action to be taken, protest, without notice to or notice, all of which are hereby expressly unconditionally and irrevocably waived demand upon the Company except as required by the BorrowerSenior Note Indenture (or the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionthis Agreement or applicable law, if an Event of Default shall have occurred and be continuing, the Holder may exercise or otherwise enforce do any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note following: (i) exercise any or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for all of the protection of its rights and may prosecute remedies provided for by the applicable Uniform Commercial Code (ii) at its option, transfer or register, and enforce its claims against all assets and property the Company shall register or cause to be registered upon request therefor by the Collateral Agent or the Trustees, the Collateral or any part thereof on the books of the BorrowerRestricted Subsidiaries to which an intercompany loan evidenced by an Intercompany Note has been made, the Issuers, or the Persons in whom Qualified Investments are made into the name of the Collateral Agent or the Collateral Agent's nominee(s); (iii) personally, or by agents or attorneys, immediately retake possession of the Collateral, or any part thereof, from the Company or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Company's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Company; (iv) sell, assign or otherwise liquidate, or direct the Company to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (v) require the Company to assemble the Collateral or any part thereof and make it available at one or more places as the Collateral Agent or the Trustees may designate and to deliver possession of the Collateral or any part thereof to the Collateral Agent or the Trustees; (vi) use, in connection with any assembly, use or disposition of the Collateral, any intellectual property, intangibles or other technical knowledge or process used or utilized from time to time by the Company; (vii) sell or cause the same to be sold at any broker's board or at public or private sale, in one or more sales or lots, at such price or prices as the Collateral Agent may deem best, for cash or on credit or for future delivery, without assumption of any credit; and the purchaser of any or all Collateral so sold shall thereafter hold the same absolutely, free from any claim, encumbrance or right of any kind whatsoever; (viii) enforce one or more remedies hereunder, successively or concurrently, and 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.not operate

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. (a) If an any Guarantor Event of Default exists, then the Administrative Agent shall, upon the request of the Majority Lenders: (A) by notice to the applicable Borrower and the Guarantors, declare: (1) the Commitments to be terminated immediately, whereupon the Commitments shall have occurred immediately terminate, and shall be continuing(2) the principal amount then outstanding of, and the accrued interest on, the Holder Loans and the Notes and all other amounts payable by the applicable Borrower and the Guarantors under the Credit Documents (including any amounts payable under Section 3.4 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, Relevant Credit Agreement) to be immediately due and payable, and thereupon, the same whereupon such amounts shall be accelerated and so immediately 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, protest or noticeother formalities of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower, Guarantors; and/or (B) exercise any other rights and remedies available at law and in equity; provided that in the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if case of an Event of Default shall have occurred and be continuingof the kind referred to in Section 6.5 or 6.6, the Holder may exercise or otherwise enforce Commitments shall automatically terminate and all amounts payable under the Credit Documents shall automatically become immediately due and payable, without any one or more further action by any Person. (b) If any Borrower Event of Default exists, then the Administrative Agent shall, upon the request of the Holder’s rightsMajority Lenders: (A) by notice to the applicable Borrower and the Guarantors, 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 declare the principal amount of this Note plus then outstanding of, and the accrued interest on, the Loans and the Notes under the Relevant Credit Agreement that such Borrower Event of Default has occurred and is continuing and all other amounts payable by the applicable Borrower and the Guarantors under such Relevant Credit Agreement and the related Notes (including any amounts payable under Section 3.4 of such Relevant Credit Agreement) to be immediately due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the date Guarantors; and/or (B) exercise any other rights and remedies available at law and in equity; provided that in the case of payment plus reasonable expenses an Event of collectionDefault of the kind referred to in Section 8.5 or 8.6 of a Relevant Credit Agreement, includingall amounts payable under such Relevant Credit Agreement shall automatically become immediately due and payable, 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, further action by statute or otherwiseany Person.

Remedies Upon an Event of Default. If an Event Subsection 16(b) of Default shall have occurred and shall be continuing, the Holder of this Note may at Loan Agreement is hereby amended by restating in its entirety that portion thereof immediately following “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, such Proceeds may be applied by Agent toward the same shall be accelerated and so due and payable; provided, however, that upon the occurrence payment 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 such of the Holder’s rightsLiabilities, powerswhether due or to become due, privilegesin the following order” to read as follows: first, remedies to pay any fees, indemnities 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, expense reimbursements (including, without limitation, attorneys' any outstanding protective advances) then due to the Agent, second, ratably in accordance with each Lender’s Pro Rata Share, to pay any fees, indemnities and experts' fees expense reimbursements then due to the Lenders, third, to the payment of principal of and expenses. No course of delay interest on the part Swing Loans until paid in full, fourth, ratably to pay any interest due in respect of the Holder Loans other than Swing Loans, fifth, to pay or prepay the principal amount of all Interim Advances and all Disproportionate Advances (provided, however, the applicability of this Section shall operate not affect a Lender’s obligation to settle from time to time with Agent as a waiver thereof or otherwise prejudice required under and in accordance with Section 18 of this Agreement), sixth, ratably in accordance with each Lender’s Pro Rata Share, to pay all other principal amounts then due and payable with respect to the right Loans other than Swing Loans, seventh, to the Agent, in an amount equal to one hundred ten percent (110%) of the Holder. No remedy conferred hereby undrawn amount of the outstanding Letters of Credit to be held as cash collateral for payment of such Liabilities, eighth, ratably in accordance with each Lender’s Pro Rata Share, to payment of all other Liabilities (excluding any Liabilities arising pursuant to an Interest Rate Agreement secured by this Agreement (collectively, the “Secured Hedge Liabilities”) and excluding any Funds Transfer and Deposit Account Liabilities), ninth, ratably to the payment of all Secured Hedge Liabilities, tenth, ratably to the payment of Funds Transfer and Deposit Account Liabilities, and eleventh, to Borrowers or the Person(s) legally entitled thereto provided that if any Liabilities shall be exclusive of any other remedy referred to herein or now or hereafter available at lawnot have been indefeasibly paid in full, in equitycash, any surplus otherwise payable under clause eleven shall continue to be held as Collateral hereunder and shall continue to be subject to the terms and conditions hereof until such Liabilities shall have been indefeasibly paid in full, in cash and such surplus may be used by statute or otherwiseAgent to pay any such Liabilities which from time to time become due and payable. Borrowers shall remain liable to Agent and Lenders for any deficiencies.

Remedies Upon an Event of Default. If Whenever an Event of Default shall have occurred and shall be continuingexists, the Holder Agent may exercise from time to time any rights and remedies available to it under the UCC and any other applicable law (in addition to those described below). Without limiting the foregoing, the Agent may, during the existence of this Note may at an Event of Default: (i) personally, or by agents or attorneys, immediately take possession of the Collateral or any time at its optionpart thereof, declare the entire unpaid principal balance from such Debtor or any other Person which then has possession of this Note, together any part thereof with all interest accrued hereon, due and payable, and thereupon, or without notice or process of law (unless 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(frequired by applicable law), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower, the outstanding principal balance for that purpose may enter in an orderly 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 lawful manner upon such Debtor’s premises where any one or more of the Holder’s rights, powers, privileges, remedies Collateral is located and interests under this Note or applicable law remove the same 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 use in connection with such removal any and all services, supplies, aids and other facilities of such Debtor; (ii) instruct the obligor or obligors on any contract, agreement, instrument or other obligation (including Accounts) constituting the Collateral to make any payment required by the terms thereof directly to the Agent, on behalf of itself and the other Guaranteed Creditors; (iii) sell or otherwise liquidate, or direct such Debtor to sell or otherwise liquidate, any or all investments made in whole or in part with the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (iv) with respect to Secured Obligations which are contingent and cannot be accelerated by their nature, require such Debtor to deposit cash or other acceptable collateral in an amount sufficient to cover principal, interest and fees which will have accrued by the maturity date on such Secured Obligations to be held as security for such Secured Obligations in such Debtor’s Assignee Deposit Account; (v) to the extent applicable thereto, exercise the voting and other rights as a holder of such Collateral, and collect and receive all dividends, interest and principal and other distributions made thereon; and (vi) take possession of the Collateral or any part thereof, by directing such Debtor in writing to deliver the same to the Agent, on behalf of itself and the other Guaranteed Creditors, at any reasonable place or places designated by the Agent, in which event such Debtor shall at its own expense: (A) forthwith cause the same to be delivered to the Agent, on behalf of itself and the other Guaranteed Creditors, at the place or places so designated by the Agent; (B) store and keep any Collateral so delivered to the Agent, on behalf of itself and the other Guaranteed Creditors, at such place or places pending further action or proceeding by the Agent; and (C) while any Collateral shall be so stored and kept, provide such safeguards and maintenance services as shall be necessary to protect such Collateral and to preserve and maintain such Collateral in good condition; it being understood that such Debtor’s obligation so to deliver Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Agent, on behalf of itself and the other Guaranteed Creditors, shall be entitled to receive from the Borrower, payment a decree requiring specific performance by such Debtor 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 otherwisesuch obligation.

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, 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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, subparagraph 12(h) or notice12(i) hereof, all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence of any other Event of Default, if all Liabilities may, at the option of Agent or the Requisite Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default Default, Agent may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Agent's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Agent may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have occurred the right to store the same at any of Borrower's premises without cost to Agent. At Agent's request, Borrower shall, at Borrower's expense, assemble the Collateral and be continuing, the Holder may exercise or otherwise enforce any make it available to Agent at one or more places to be designated by Agent and reasonably convenient to Agent and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of the Holder’s rights, powers, privileges, remedies and interests its Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at law will provide adequate relief to Agent 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 BorrowerLenders, and in connection with any such action or proceeding agrees that Agent and Lenders shall be entitled to receive from temporary and permanent injunctive relief in any such case without the Borrower, necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and properly given if given at least five (5) calendar days before such disposition. Any proceeds of any disposition of any of the Collateral may be applied by Agent to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, legal expenses and reasonable attorneys' fees, and experts' fees any balance of such proceeds may be applied by Agent toward the payment of such of the Liabilities, and expenses. No course in such order of delay application, as Agent may from time to time elect; provided, however, principal and interest on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby Revolving Loan shall be exclusive of any other remedy referred fully satisfied prior to herein or now or hereafter available at law, in equity, by statute or otherwiseapplying such proceeds to Borrower's Rate Hedging Obligations owed to LaSalle.

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 (a) Upon the occurrence and during the continuance of an Event of Default described in Section 3.1(f)Default, the Collateral Agent may, subject to the provisions of the Convertible Note Indenture or of the Senior Note Indenture if the Convertible Notes are no longer outstanding and the Convertible Note Indenture has been satisfied and discharged, this Agreement, and the Collateral Agent's and the Trustee's compliance with any requirements of law (including, without presentmentlimitation, demandthe applicable Uniform Commercial Code and the Personal Property Security Act (Ontario)) applicable to the action to be taken, protest, without notice to or notice, all of which are hereby expressly unconditionally and irrevocably waived demand upon the Company except as required by the BorrowerConvertible Note Indenture, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionSenior Note Indenture, if an Event of Default shall have occurred and be continuingthis Agreement or applicable law, the Holder may exercise or otherwise enforce do any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note following: (i) exercise any or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for all of the protection of its rights and may prosecute remedies provided for by the applicable Uniform Commercial Code and enforce its claims against all assets and property of the BorrowerPersonal Property Security Act (Ontario), 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, specifically including, without limitation, attorneys' and experts' the right to recover the reasonable fees and expenses. No course expenses incurred by the Collateral Agent or the Trustees in the enforcement of delay this Security Agreement or in connection with the Company's redemption of the Collateral, including reasonable fees, expenses and disbursements of attorneys, paralegals and agents; (ii) at its option, transfer or register, and the Company shall register or cause to be registered upon request therefor by the Collateral Agent or the Trustees, the Collateral or any part thereof on the books of the Restricted Subsidiaries to which an intercompany loan evidenced by an Intercompany Note has been made, the Issuers or the Persons in whom Qualified Investments are made, into the name of the Collateral Agent or the Collateral Agent's nominee(s); (iii) personally, or by agents or attorneys, immediately retake possession of the Collateral, or any part thereof, from the Company or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Company's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Company; (iv) sell, assign or otherwise liquidate, or direct the Company to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (v) require the Company to assemble the Collateral or any part thereof and make it available at one or more places as the Collateral Agent or the Trustees may designate and to deliver possession of the Collateral or any part thereof to the Collateral Agent or the Trustees; (vi) use, in connection with any assembly, use or disposition of the Collateral, any intellectual property, intangibles or other technical knowledge or process used or utilized from time to time by the Company; (vii) sell or cause the same to be sold at any broker's board or at public or private sale, in one or more sales or lots, at such price or prices as the Collateral Agent may deem best, for cash or on credit or for future delivery, without assumption of any credit; and the purchaser of any or all Collateral so sold shall thereafter hold the same absolutely, free from any claim, encumbrance or right of any kind whatsoever; (viii) enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent the Collateral Agent from pursuing any other or further remedy which it may have, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release the Company until full and final payment of any deficiency has been made in cash; (ix) in connection with any public or private sale under the applicable Uniform Commercial Code, the Personal Property Security Act (Ontario) or other applicable legislation, the Collateral Agent shall give the Company at least fifteen (15) Business Days' prior written notice of the time and place of any public sale of its Collateral or of the time after which any private sale or other intended disposition thereof may be made, which shall be deemed to be reasonable notice of such sale or other disposition. Such notice may be given to the Company in accordance with the provisions of Section 17(a) hereof; (x) proceed by an action or actions at law or in equity to recover the Obligations or to foreclose this Security Agreement and sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction; (xi) exercise any other rights and remedies provided by applicable law and the other Convertible Note Collateral Documents; and (xii) if the Collateral Agent recovers possession of all or any part of the Holder shall operate as Collateral pursuant to a waiver thereof writ of possession or other judicial process, whether prejudgment or otherwise, the Collateral Agent may thereafter retain, sell or otherwise dispose of such Collateral in accordance with this Security Agreement or the applicable Uniform Commercial Code, the Personal Property Security Act (Ontario) or other applicable legislation, and following such retention, sale or other disposition, the Collateral Agent may voluntarily dismiss without prejudice the right judicial action in which such writ of possession or other judicial process was issued. The Company hereby consents to the Holder. No remedy conferred hereby voluntary dismissal by the Collateral Agent of such judicial action, and the Company further consents to the exoneration of any bond that the Collateral Agent files in such action. (b) If the Collateral Agent shall determine, or shall be exclusive of any other remedy referred to herein directed by the Convertible Note Trustee (or now or hereafter available at law, in equity, by statute or otherwise.the Senior Note Trustee if the Convertible Notes are no longer outstanding and

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. (a) In addition, if case an Event of Default shall have occurred and be continuing, each of the Holder Pledgor Parties agrees to deliver each item of Collateral to the Pledgee on demand, and the Pledgee shall be entitled but shall not be obligated, at the same or different times, to exercise all of the rights, powers and remedies (whether vested in it by this Agreement or by Law) for the protection and enforcement of its rights in respect of the Collateral, including all applicable rights and remedies of a secured party upon default under the UCC, and the Pledgee shall be entitled but shall not be obligated, without limitation, to exercise the following rights, which each of the Pledgor Parties agrees to be commercially reasonable: (i) to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral; (ii) to receive all amounts payable in respect of the Collateral otherwise payable to any Pledgor Party; (iii) to transfer all or any part of the Collateral into the Pledgee's name or the name of its nominee or nominees, including all Collateral rights of assignment to execute any other documents as may be necessary or appropriate to reflect such assignments of record; (iv) to give all consents, waivers and ratification in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (the Pledgor irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of the Pledgor, with full power of substitution to do so); (v) with respect to any Collateral consisting of Intellectual Property, on demand, to (A) cause the Security Interest to become an assignment, transfer and conveyance of any of or all of such Collateral by the applicable Pledgor Parties to the Pledgee (except to the extent any such assignment, transfer or conveyance thereof would result in a loss of such Intellectual Property), (B) to license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Pledgee shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), (C) at any time and from time to time, in its sole and reasonable discretion, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of any Pledgor Party in, to and under any such Collateral and take or refrain from taking any action under any thereof, and each Pledgor Party agrees to reimburse the Pledgee for all reasonable expenses it incurs in taking any such lawful action; and (D) upon request by the Pledgee (which shall not be construed as implying any limitation on rights or powers), each Pledgor Party will execute and deliver to the Pledgee a power of attorney prepared by the Pledgee, in form and substance satisfactory to the Pledgee, for the implementation of any sale, lease, license or other disposition of any of such Pledgor Party's Collateral or any action related thereto; (vi) to the fullest extent permitted by Law, and in a commercially reasonable manner, at any time or from time to time to sell, assign or otherwise dispose of, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, or to redeem or otherwise dispose of or realize on (all of which are waived by each of the Pledgor Parties), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any of the Pledgor Parties, and each of the Pledgor Parties waives and releases to the fullest extent permitted by Law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshaling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which they now have or may at any time in the future have under rule of Law now existing or hereafter enacted. At any such sale, unless prohibited by applicable Law, the Pledgee may bid for and purchase (by bidding in Obligations or portion thereof or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. The Pledgee is authorized to comply with any limitation or restriction in connection with any sale of Collateral as it may be advised by counsel is necessary in order to (i) avoid any violation of applicable Law or (ii) obtain any required approval of the sale or of the purchase by any Governmental Authority, and each of the Pledgor Parties agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner and that the Pledgee shall not be liable or accountable to the Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. (b) Each right, power and remedy of the Pledgee provided for in this Agreement or the Acquisition Agreement or now or hereafter existing at Law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or otherwise enforce beginning of the exercise by the Pledgee of any one or more of the Holder’s rights, powers, privileges, powers or remedies and interests under provided for in this Note Agreement or applicable law and institute such actions the Acquisition Agreement or proceedings in now or hereafter existing at law or in equity as it or by statute or otherwise shall deem expedient for not preclude the protection simultaneous or later exercise by the Pledgee of its rights and may prosecute and enforce its claims against all assets and property of the Borrowersuch other rights, powers or remedies, and in connection with any such action no failure 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 Pledgee to exercise any such right, power or remedy shall operate as a waiver thereof thereof. (c) All monies collected by the Pledgee upon any sale or otherwise prejudice the right other disposition of the Holder. No remedy conferred hereby Collateral, together with all other monies received by the Pledgee hereunder, shall be exclusive applied as follows: (i) first, to the payment of all Obligations to the Pledgee; and (ii) second, to the extent monies remain after the application pursuant to the preceding clause (i), to a payment to the applicable Pledgor Party or to whomever may be lawfully entitled to receive such payment. (d) It is understood and agreed that the Pledgor Parties shall be jointly and severally liable to the extent of any other remedy referred deficiency between (1) the amount of the proceeds of the Collateral applied pursuant to clauses (i) of Section 2.03(c) and (2) the outstanding amount of the Obligations. (e) Upon any sale of the Collateral by the Pledgee hereunder (whether by virtue of the power of sale herein or now or hereafter available at lawgranted, in equity, by statute pursuant to judicial process or otherwise), the receipt by the Pledgee or the officer making the sale of the purchase price shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Pledgee or such officer or be answerable in any way for the misapplication or nonapplication thereof.

Remedies Upon an Event of Default. If (a) Upon the occurrence of any Event of Default , 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 date the Event of Default giving rise thereto occurs and shall be due and payable on the earlier to occur of the Maturity Date, upon conversion, redemption or prepayment of this Note or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof. (b) Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Business Day 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. (c) Upon the occurrence and during the continuance of an Event of Default shall have occurred and shall be continuingDefault, the Holder of this Note may at any time at its option, option (1) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, Mandatory Default Amount 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, protest or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker and (2) exercise all other rights and remedies available to it under the Transaction Documents; provided, however, that (x) 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 or an event which with the passage of time may result in an Event of Default, the Holder, in its sole and absolute discretion (without the obligation to provide notice of such Event of Default or potential Event of Default), may: (a) from time-to-time demand that all or a portion of the Outstanding Principal Amount be converted into Common Shares at the lower of (i) the then-current Conversion Price and (ii) eighty-percent (80%) of the average of the three (3) lowest daily VWAPs during the twenty (20) Trading Days prior to the delivery by the Holder may of the applicable notice of conversion or (b) 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 other Transaction Documents or applicable law and institute such actions (y) upon the occurrence of an Event of Default described in Section 2.1(k) above, the Mandatory Default Amount shall become immediately due and payable without presentment, demand, protest or proceedings in law or equity as it shall deem expedient for other notice of any kind, all of which are hereby waived by 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. Maker. (d) 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. . (e) 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 described in clause (d), (e) or (f) of Section 5 shall have occurred and shall be continuing(taking into account all grace periods), the Holder of principal on and under this Note may at any time at its option, declare the entire unpaid principal balance of this Notethen outstanding, together with accrued interest thereon and all interest fees and other obligations of the Debtor accrued hereonhereunder and under the other Financing Documents, shall automatically become due and payable, and thereuponwithout presentment, demand, protest or other notice of any kind, all of which are hereby waived by the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Debtor. (b) If any other Event of Default described in Section 3.1(f5 shall have occurred (which, for clarity, is after taking into account all grace periods set forth in Section 5), and at any time thereafter during the continuance of such Event of Default, the Majority Lenders may, by notice to the Debtor, declare the principal on and under this Note to be due and payable in whole, and thereupon the principal on and under this Note, together with accrued interest thereon and all fees and other obligations of the Debtor accrued hereunder and under the other Financing Documents, shall become due and 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, Debtor and 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. Guarantors. (c) No course of dealing and no delay on the part of the any Holder in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice the right of the such Holder's rights, powers or remedies. No right, power or remedy conferred hereby by this Note or by any other Financing Document upon any Holder shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise (d) The Debtor will deliver written notice of the occurrence of any Event of Default under this Note or any other Financing Document within three (3) business days following the occurrence of such Event of Default.

Remedies Upon an Event of Default. If (a) Subject to Section 6.02(g) or 6.03, if an Event of Default shall have has occurred and shall be is continuing, each of the Holder of this Note may at any time at its option, declare Lessor and the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payableAgent may, and thereuponif directed in writing by the Majority Holders shall, to the same shall be accelerated and so due and payable; providedextent permitted by applicable Law, howeverexercise any of the rights or remedies granted to it under the other Operative Documents, that in addition to any rights or remedies of such parties set forth in this Agreement. (b) Subject to Section 6.03, upon the occurrence of an Event of Default described and upon notice to the Company and the Lessor, the Agent may, and upon the written request of the Majority Holders the Agent shall, terminate the unused Commitments, if any, and declare the entire accrued and unpaid amount of interest on and the principal amount of the Notes and the Investments and unpaid Distributions thereon (if not then due and payable) to be due and payable immediately, notwithstanding anything contained in any Operative Document to the contrary. Notwithstanding the foregoing, including the occurrence of such Event of Default, the Company shall have the right to purchase the Lessor's interest in the Property pursuant to Section 3.1(f6.02(g). (c) If, however, a Bankruptcy Event occurs, then the entire accrued and unpaid amount of interest on and the principal amount of the Notes and the Investments and unpaid Distributions thereon shall automatically be and become due and payable immediately, without presentmentrequest, demand, protestpresentment, protest or notice, all notwithstanding anything contained in any Operative Document to the contrary, and any unused Commitments shall automatically and immediately terminate. Notwithstanding the foregoing, including the occurrence of which are hereby expressly unconditionally and irrevocably waived by the Borrowera Bankruptcy Event, the outstanding principal balance and accrued Company shall have the right to purchase the Lessor's interest hereunder shall be automatically due and payable. In additionin the Property pursuant to Section 6.02(g). (d) Subject to Section 6.03, if an Event of Default shall have has occurred and be is continuing, the Holder may exercise or otherwise enforce any one or more then each of the Holder’s rightsLessor and the Agent may, powersand if directed in writing by the Majority Holders shall, privileges, remedies and interests under this Note take all steps necessary 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 advisable to protect and enforce its claims against all assets rights hereunder and property under the other Operative Documents, whether by action, suit or proceeding at law or in equity, for the specific performance of any covenant, condition or agreement contained herein, or in aid of the Borrowerexecution of any power herein granted, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as such party shall deem necessary or advisable. Notwithstanding the foregoing, including the occurrence of such Event of Default, the Company shall have the right to purchase the Lessor's interest in the Property pursuant to Section 6.02(g). (e) After the occurrence of an Event of Default, the Company shall either: (i) (A) within five (5) Business Days after the delivery of a Termination Notice pay to the Lessor an amount equal to the Permitted Lease Balance, (B) abandon and release its entire interest in the Property, and (C) arrange the sale of the Property, on behalf of the Lessor to a third party in connection an arms length transaction in accordance with Section 6.02(g); or (ii) deliver an Offer to Purchase and proceed under Section 6.04. If the Company pays the Permitted Lease Balance as required under clause (i)(A) of this Section 6.02(e) and the Property is sold as contemplated by Section 6.02(g), then any such action or proceeding Sales Proceeds shall be entitled applied in accordance with Section 7.01(e). If the Company pays the Permitted Lease Balance as required under clause (i)(A) of this Section 6.02(e), but fails to receive from comply with clause (i)(B) of this Section 6.02(e) or fails to use commercially reasonable efforts to arrange for the Borrower, payment sale of the principal amount Property in accordance with clause (i)(C) of this Note plus accrued interest Section 6.02(e), a Liquidation Event shall be deemed to exist and the Company shall, within thirty (30) days of demand by the Lessor, satisfy each of the applicable Return Conditions. If the Company complies with all of the requirements of clause (i) of this Section 6.02(e) and the Property is not sold within the Remarketing Period (as defined in Section 6.02(g)), (x) the Company shall, as of the end of such Remarketing Period, satisfy each of the applicable Return Conditions, and (y) a Liquidation Event shall then be deemed to exist. If the Company does not pay the Permitted Lease Balance as required under clause (i)(A) of this Section 6.02(e), the Company shall be deemed to have elected to proceed under clause (ii) of this Section 6.02(e). Notwithstanding anything contained herein or in any other Operative Document to the date contrary, upon the occurrence and during the continuance of payment plus reasonable expenses an Event of collectionDefault, includingso long as the Company complies with clause (i) of this Section 6.02(e), without limitation, attorneys' and experts' fees and expenses. No course of delay on the part aggregate maximum recourse liability of the Holder Company to the Lessor or any Person claiming by, through or under the Lessor in accordance with the Operative Documents with respect to such Event of Default shall operate as a waiver thereof be limited to the Permitted Lease Balance. (f) No right or otherwise prejudice the right of the Holder. No remedy conferred hereby hereunder or under any other Operative Document shall be exclusive of any other right, power or remedy, but shall be cumulative and in addition to any other right or remedy referred to herein hereunder or now or hereafter available at law, existing by law or in equity, and the exercise by statute a party hereto of any one or otherwisemore of such rights, powers or remedies shall not preclude the simultaneous exercise of any or all of such other rights, powers or remedies. Any failure to insist upon the strict performance of any provision hereof or to exercise any option, right, power or remedy contained herein shall not constitute a waiver or relinquishment thereof for the future. The Lessor, the Note Holders, the Agent and the Company shall be entitled to injunctive relief in case of the violation or attempted or threatened violation of any of the provisions hereof by any other party hereto, a decree compelling performance of any of the provisions hereof or any other remedy allowed by law or in equity. (g) If an Event of Default occurs and the Company does not elect, and is not deemed to have elected, to proceed under Section 6.02(e)(ii), the Company shall use commercially reasonable efforts during the 12-month period commencing on the date of occurrence of the Event of Default (for purposes of this Section 6.02(g) the "Remarketing Period") to obtain bids from unrelated third parties for the Property. All bids received by the Company will immediately be copied to the Lessor and the Agent in writing, setting forth the amount of such bid and the name and address of the Person submitting such bid. At the Company's election, the Lessor shall be required to accept any bona fide bid from an unrelated third party presented to the Lessor which will generate Sales Proceeds in an amount at least equal to the Termination Value less the amount of the Permitted Lease Balance paid by the Company, provided that the Company shall have certified that such bid was the highest and best bid the Company obtained after the exercise of its reasonable efforts, taking into account the provision contained in Section 9.20. Any such Sales Proceeds shall be applied in accordance with Section 7.01(e).

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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, subsections 14(h) or notice(i) hereof, all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by automatically become due and payable, and this Agreement shall terminate, and Lender shall have no further obligation to make Loans hereunder, without notice of any kind or the Borrowernecessity of any affirmative action on the part of Lender. Upon the occurrence of any other Event of Default, all Liabilities may, at the outstanding principal balance option of Lender, and accrued interest hereunder without demand, notice or legal process of any kind, be declared, and immediately shall be automatically become, due and payable. In additionAfter the occurrence and during the continuance of any Event of Default, if Lender shall have no obligation to make any further Loans and any Loans made or continued during such time shall be made at the sole and absolute discretion of the Lender, without establishing a course of conduct or obligating Lender to make or continue any additional Loans during such time as an Event of Default shall have occurred and be continuingcontinue to exist. (b) Upon the occurrence of an Event of Default, the Holder Lender may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any premises of Borrower or any Guarantor where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise enforce disposed of, and Lender shall have the right to store the same at any premises of Borrower or any Guarantor without cost to Lender. At Lender's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of the Holder’s rights, powers, privileges, remedies and interests its Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at 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 Borrowerwill provide adequate relief to Lender, and in connection with any such action or proceeding agrees that Lender shall be entitled to receive from temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting, and (v) state the time and place of any public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any Proceeds of any disposition by Lender of any of the Collateral may be applied by Lender to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, legal expenses and reasonable attorneys' fees, and experts' fees and expenses. No course any balance of delay on such Proceeds may be applied by Lender toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as Lender may from time to time elect. (c) In connection with its rights and remedies, Lender is hereby granted a waiver thereof license or otherwise prejudice other right to use and/or sublicense, upon and after the right occurrence and during the continuance of an Event of Default, without charge, Borrower's and/or any Guarantor's patents, copyrights, rights of use of any name, trade secrets, tradenames, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and Borrower's and/or any Guarantor's rights under all license agreements pertaining to any of the Holder. No remedy conferred hereby Collateral shall be exclusive of any inure to Lender's benefit. (d) In addition to all other remedy referred rights and remedies available to herein Lender herein, in the Mortgages, at law or now or hereafter available at law, in equity, upon the occurrence of an Event of Default, Lender shall have the following additional remedies with respect to the Real Property: (A) Lender may enter into possession of the Real Property and perform any and all work and labor necessary to complete improvements thereon; all sums so expended by statute or otherwiseLender to be deemed advanced to the Borrower and secured by the Mortgages. (B) Lender may institute and maintain foreclosure proceedings in accordance with the Mortgages and applicable laws. (C) Lender may institute proceedings to collect any balance due without instituting foreclosure proceedings.

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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or noticeParagraph 12(g) hereof, all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence of any other Event of Default, if all Liabilities may, at the option of Requisite Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default Default, Agent may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Agent's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Agent may, without notice, demand or legal process of any kind, (i) cease (and cause Lenders to cease) advancing money or extending credit to or for the benefit of Borrowers, implement any reserves which Agent deems necessary and/or terminate this Agreement as to any future liability or obligation of Agent and Lenders to Borrowers or (ii) take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of a Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have occurred the right to store the same at any of a Borrower's premises without cost to Agent. At Agent's request, each Borrower shall, at such Borrower's expense, assemble the Collateral and be continuing, the Holder may exercise or otherwise enforce any make it available to Agent at one or more places to be designated by Agent and reasonably convenient to Agent and such Borrower. Each Borrower recognizes that if such Borrower falls to perform, observe or discharge any of the Holder’s rights, powers, privileges, remedies and interests its Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at law will provide adequate relief to Agent 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 BorrowerLenders, and in connection with any such action or proceeding agrees that Agent and Lenders shall be entitled to receive from temporary and permanent injunctive relief in any such case without the Borrower, necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and properly given if given at least five (5) calendar days before such disposition. Any proceeds of any disposition by Agent of any of the Collateral may be applied by Agent to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, Collateral including, without limitation, legal expenses and reasonable attorneys' fees (both in-house and experts' fees outside counsel), and expenses. No course any balance of delay on such proceeds may be applied by Agent toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred Agent may from time to herein or now or hereafter available at law, in equity, by statute or otherwisetime elect.

Remedies Upon an Event of Default. If an Upon the occurrence and continuance of any Event of Default shall have occurred Default, Beneficiary may take such action, without notice or demand, as it deems advisable to protect and shall enforce its rights against Trustor and in and to the Trust Property, by Beneficiary itself or otherwise, including the following actions, each of which may be continuingpursued concurrently or otherwise, at such time and in such order as Beneficiary may determine, in its sole discretion, without impairing or otherwise affecting the Holder other rights and remedies of this Note may at any time at its option, Beneficiary: (a) declare the entire unpaid principal balance Obligations to be immediately due and payable; (b) institute a proceeding or proceedings, judicial or nonjudicial, to the extent permitted by law, by advertisement or otherwise, for the complete foreclosure of this NoteDeed of Trust, together in which case the Trust Property may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; (c) with all interest accrued hereonor without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Deed of Trust for the portion of the Obligations then due and payable, subject to the continuing lien of this Deed of Trust for the balance of the Obligations not then due; (d) sell for cash or upon credit the Trust Property and thereuponall estate, 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 presentmentclaim, demand, protestright, title and interest of Trustor therein and rights of redemption thereof, pursuant to the power of sale, to the extent permitted by law, or noticeotherwise, 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 at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law; (e) institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein or in any other Loan Document; (f) recover judgment on the Notes either before, during or after any proceeding for the enforcement of this Deed of Trust; (g) apply for the appointment of a trustee, receiver, liquidator or conservator of the Holder’s rightsTrust Property, powers, privileges, remedies without notice and interests under this Note or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient without regard for the protection adequacy of the security for the Obligations and without regard for the solvency of the Trustor or of any person, firm or other entity liable for the payment of the Obligations; (h) enforce Beneficiary's interest in the Leases and Rents and enter into or upon the Trust Property, either personally or by its agents, nominees or attorneys and dispossess Trustor and its agents and employees therefrom, and thereupon Beneficiary may (A) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with the Trust Property and conduct the business thereat; (B) complete any construction on the Trust Property in such manner and form as Beneficiary reasonably deems advisable; (C) make alterations, additions, renewals, replacements and improvements to or on the Trust Property; (D) exercise all rights and may prosecute powers of Trustor with respect to the Trust Property, whether in the name of Trustor or otherwise, including the right to make, cancel, enforce or modify Leases, obtain and enforce its claims against all assets evict tenants, and property demand, xxx for, collect and receive Rents; and (E) apply the receipts from the Trust Property to the payment of the BorrowerObligations, after deducting therefrom all expenses (including reasonable attorneys' fees and disbursements) incurred in connection with any the aforesaid operations and all amounts necessary to pay the Taxes, insurance and other charges in connection with the Trust Property, as well as just and reasonable compensation for the services of Beneficiary, and its counsel, agents and employees; or (i) pursue such action other rights and remedies as may be available at law or proceeding shall be entitled to receive from in equity or under the BorrowerUniform Commercial Code. In the event of a sale, payment by foreclosure or otherwise, of less than all of the principal amount Trust Property, this Deed 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 Trust shall continue as a lien on the part remaining portion 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 otherwiseTrust Property.

Remedies Upon an Event of Default. If an (a) Upon the occurrence of any Event of Default shall have occurred Default, other than pursuant to Section 8.1(f) or 8.1(g), at the request of the Required Lenders, upon notice to the Borrower by the Administrative Agent: (i) the applicable Commitments and shall the obligation of the Issuing Banks to Issue any Letter of Credit will immediately terminate or be continuingreduced (as specified by the Administrative Agent); (ii) the aggregate principal of all applicable Loans, all accrued and unpaid interest thereon, all fees and all other Obligations under this Agreement and the Holder of this Note other Credit Documents, together with an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit will have presented, or will be entitled at its optionsuch time to present, declare the entire unpaid principal balance drafts or other documents or certificates required to draw under such Letters of this NoteCredit), together with all interest accrued hereon, will become 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)payable immediately, without presentment, demand, protest, protest or noticefurther notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by each Credit Party; provided that the Borrowerforegoing will not affect in any way the obligations of the Lenders under Section 2.4(e); (iii) the Borrower will promptly comply with the provisions of Section 2.4(h) with respect to the deposit of Cash Collateral to secure the Letter of Credit Usage and future payment of related fees; and (iv) the Administrative Agent may, and may cause the outstanding principal balance Collateral Agent to, exercise any and accrued interest all of its other rights and remedies under applicable law (including any applicable UCC) or at equity, hereunder shall be automatically due and payableunder the other Credit Documents. In addition, if provided that upon an Event of Default shall have occurred and be continuingpursuant Section 8.1(f) or 8.1(g), the Holder may exercise or otherwise enforce any one or more Commitments of each Lender and the obligations of the Holder’s rightsIssuing Bank to issue (or to cause it designee to issue) Letters of Credit shall automatically terminate, 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 unpaid principal amount of this Note plus accrued all outstanding Loans and all interest to and other amounts as aforesaid shall automatically become due and payable and 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 obligation of the Holder Borrower to Cash Collateralize the Letters of Credit as aforesaid shall operate as a waiver thereof or otherwise prejudice the right automatically become effective, in each case without further act of the Holder. No remedy conferred hereby shall be exclusive of Administrative Agent, the Collateral Agent or any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwiseLender.

Remedies Upon an Event of Default. (a) If an any Event of Default shall have occurred occurs and is continuing, then, and in any such event, without further order from the Bankruptcy Court, and subject to the terms of the Orders, the automatic stay provisions of section 362 of the Bankruptcy Code shall be continuingvacated and modified to the extent necessary to permit the Administrative Agent and the Lenders to exercise all rights and remedies provided for in the DIP Loan Documents, and to take any or all of the Holder following actions without further order of this Note may at or application to the Bankruptcy Court (as applicable): (i) immediately terminate the Loan Parties’ limited use of any time at its option, cash collateral; (ii) cease making any Loans under the DIP Facility to the Loan Parties; (iii) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, Obligations to be immediately due and payable; (iv) freeze monies or balances in the Loan Parties’ accounts (and, with respect to this Agreement and thereuponthe DIP Facility, sweep all funds contained in any Controlled Account); (v) immediately set-off any and all amounts in accounts maintained by the Loan Parties with the Administrative Agent or the Lenders against the Obligations, or otherwise enforce any and all rights against the Collateral in the possession of any of the applicable Secured Parties, including, without limitation, disposition of the Collateral solely for application towards the Obligations; and (vi) take any other actions or exercise any other rights or remedies permitted under the Orders, the same shall be accelerated and so due and payableLoan Documents or applicable law to effect the repayment of the Obligations; provided, however, that upon prior to the occurrence exercise of any right in clauses (i) or (vi) of this paragraph, the Administrative Agent shall be required to provide five (5) business days written notice to the Loan Parties and the Committee of the Administrative Agent’s intent to exercise its rights and remedies; provided, further, that neither the Loan Parties, the Committee nor any other party-in-interest shall have the right to contest the enforcement of the remedies set forth in the Orders and the Loan Documents on any basis other than an assertion that an Event of Default described has not occurred or has been cured within the cure periods expressly set forth in the applicable Loan Documents. The Loan Parties shall cooperate fully with the Administrative Agent and the DIP Lenders in their exercise of rights and remedies, whether against the Collateral or otherwise. (b) Except as expressly provided above in this Section 3.1(f)7.02, without to the maximum extent permitted by applicable law, presentment, demand, protest, or notice, protest and all other notices of which any kind 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 waived. (c) Each of the Holder’s rightsLoan Parties hereby waives any right to seek relief under the Bankruptcy Code, powersincluding under section 105 thereof, privileges, remedies and interests under this Note to the extent such relief would restrict or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for impair the protection of its rights and may prosecute and enforce its claims against all assets and property remedies of the Borrower, Administrative Agent and the Lenders set forth in the Orders 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 otherwiseLoan Documents.

Remedies Upon an Event of Default. If an (a) Upon the occurrence of a Default or Event of Default Default, LaSalle shall have occurred and shall no further obligation to make or extend any Loan hereunder, to issue or cause to be continuing, issued any Letter of Credit hereunder or to grant any other financial accommodation to 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 Borrower. (b) Upon the occurrence of an Event of Default described in Section 3.1(f)SUBSECTION 12(e) hereof, all of the Liabilities shall immediately and automatically become due and payable, without presentmentnotice of any kind, and upon the occurrence of any other Event of Default, any or all of the Liabilities may, at the option of LaSalle, and without demand, protestnotice or legal process of any kind, be declared, and immediately shall become, due and payable. Upon either occurrence, LaSalle may, in addition to any other right or noticeremedy which it may have at law or in equity, proceed to realize its security hereunder and to enforce its rights by: (i) entry; (ii) the appointment by instrument in writing of a receiver or receivers of the Collateral or any part thereof (which receiver or receivers may be any person or persons, whether an officer or officers or employee or employees of LaSalle or not and LaSalle may remove any receiver or receivers so appointed and appoint another or others in his or their stead); (iii) proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Collateral or any part thereof; or (iv) any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity. In addition, LaSalle may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding-up or other judicial proceedings. (c) Any receiver or receivers so appointed shall have power to: (i) take possession of and to use the Collateral of any part thereof; (ii) carry on the business of the Borrower or any other Loan Party (including, but not limited to, the taking or defending of any actions or legal proceedings, and the doing or refraining from doing all other things as to the receiver may seem necessary or desirable in connection with the business, operations and affairs of the Borrower or any other Loan Party); (iii) borrow money required for the maintenance, preservation or protection of the Collateral or any part thereof or the carrying on of the business of the Borrower or any other Loan Party; (iv) further charge the Collateral in priority to the security interests of this Agreement as security for money so borrowed; and (v) sell, lease or otherwise dispose of the whole or any part of the Collateral on such terms and conditions and in such manner as the receiver shall determine. LaSalle shall not be responsible for any actions or errors of omission by the receiver or receivers in exercising any such powers. In addition, LaSalle may enter upon, use, occupy and possess the Collateral or any part thereof, free from all encumbrances, liens and charges, except for Permitted Liens, without hindrance, interruption or denial of the same by the Borrower or any other Loan Party or by any other person or persons save only a landlord pursuant to its rights of reversion under any lease of real property on expiry of its term, and may lease or sell the whole or any part or parts of the Collateral. Any sale hereunder may be made by public auction, by public tender or by private contract, with or without notice and with or without advertising and without any other formality (except as required by law), all of which are hereby expressly unconditionally and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder . Such sale shall be automatically due on such terms and payable. In addition, if an Event of Default shall have occurred and be continuing, the Holder may exercise conditions as to credit or otherwise enforce any one and as to upset or more reserve bid or price as to LaSalle in its sole discretion may seem advantageous. Such sale may take place whether or not LaSalle has taken possession 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 otherwiseCollateral.

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 16.01 Upon the occurrence and during the continuance of an Event of Default described in Section 3.1(f)15.07 or 15.08 hereof, without presentment, demand, protest, or notice, the Revolving Loan Commitment shall immediately and automatically terminate and all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, in each case, without notice of any kind. In additionUpon the occurrence and during the continuance of any other Event of Default, if all Liabilities may, at the option of Requisite Lenders, and without demand, notice or legal process of any kind, the Revolving Loan Commitment may be terminated and all of the Liabilities may be declared, and immediately shall become, due and payable. 16.02 Upon the occurrence and during the continuance of an Event of Default Default, Agent may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements, and all of Agent’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Agent may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of the Credit Parties’ premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have occurred and be continuingthe right to store the same at any of the Credit Parties’ premises without cost to Agent or any Lender. At Agent’s request, the Holder may exercise or otherwise enforce any Credit Parties shall, at the Credit Parties’ expense, assemble the Collateral and make it available to Agent at one or more places to be designated by Agent and reasonably convenient to Agent and the Credit Parties. Each of the Holder’s rightsCredit Parties recognizes that if any Credit Party fails to perform, powers, privileges, remedies and interests observe or discharge any of its Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at law will provide adequate relief to Agent and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights Lenders and may prosecute agrees that Agent and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding Lenders shall be entitled to receive from temporary and permanent injunctive relief in any such case without the Borrowernecessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (a) describe Agent and the Credit Parties, (b) describe the Collateral that is the subject of the intended disposition, (c) state the method of the intended disposition, (d) state that the Credit Parties are entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (e) state the time and place of any public disposition or the time after which any private sale is to be made. Agent and Lenders may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and have no obligation to provide any warranties at such time. Any Proceeds of any disposition by Agent and Lenders of any of the Collateral may be applied by Agent and Lenders to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, legal expenses and reasonable attorneys' ’ fees, and experts' fees and expenses. No course any balance of delay on such Proceeds may be applied by Agent toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred Agent may from time to herein or now or hereafter available at law, in equity, by statute or otherwisetime elect.

Remedies Upon an Event of Default. If 9.1 Upon an Event of Default Default, the Agent shall have occurred and shall be continuingthe following remedies available, the Holder of this Note may at any time at its optionelection: a. To vote the Shares; b. To give consents, declare waivers and ratifications with respect to the entire unpaid principal balance Shares; c. To receive all dividends, cash, securities and all other distributions of any kind given with respect to the Shares; (i) To sell, assign or transfer the Shares and any other Collateral pledged under 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, protestAgreement, or noticeany part thereof, 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 in one or more sales, at a public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Agent, at a place designated by the Agent, for cash, upon credit or for future delivery, and at such price or prices as the Agent shall, in its sole and absolute discretion, determine, and the Agent and/or the Pledgor or any or all of them may be the purchaser of any or 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 the Borrower, and in connection with Collateral so sold; (ii) Upon any such action or proceeding sale, the Agent shall be entitled have the right to receive from the Borrowerdeliver, payment of the principal amount of this Note plus accrued interest assign and transfer to the date purchaser(s) thereof the Collateral so sold. Each purchaser (including the Agent) at any such sale shall hold the Collateral so sold absolutely free from any claim or right of payment plus reasonable expenses of collectionany kind whatsoever, including, without limitation, attorneys' and experts' fees and expenses. No course any equity or right of delay on redemption of the Pledgor, which the Pledgor hereby specifically waives; (iii) At any such public or private sale, the Collateral may be sold in one lot as an entirety or in separate installments; (iv) In case of any sale of all or any part of the Holder Collateral on credit or for future delivery, the Collateral so sold may be retained by the Agent until the purchase price is paid by the purchaser(s) thereof, but the Agent shall operate not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold. In case of any such failure, such Collateral may again be sold under and pursuant to the provisions of this Agreement; and (v) The receipt from the Agent for the purchase price paid at any such sale of the Shares shall be a sufficient discharge therefor to any purchaser(s) of the Collateral, or any portion thereof, sold as described in this Section 9.1(d). No such purchaser (or such purchaser's representatives or assigns), after paying such purchase price and receiving such receipt, shall be bound to see to the application of such purchase price or any part thereof or in any manner whatsoever be answerable for any loss, misapplication or non-application of any such purchase price, or be bound to inquire as to the authorization, necessity, expediency or regularity of any such sale; e. To institute proceedings to collect all Obligations from the Pledgor or any other Person who may be responsible for the payment of any Obligations; and f. To exercise any remedy provided for under the UCC, any other applicable law or the Agreements. 9.2 Upon the occurrence and during the continuance of an Event of Default, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied by the Agent in the following order of priorities: a. first, to payment of the reasonable out-of-pocket expenses of such sale or other realization, including reasonable compensation to agents and counsel for the Agent, and all reasonable out-of-pocket expenses, liabilities and advances incurred or made by the Agent in connection therewith, and any other unreimbursed expenses for which the Agent is to be reimbursed pursuant to the Agreements; b. second, to the payment of accrued but unpaid interest (including post-petition interest) on the Notes; c. third, to the payment of unpaid principal on the Notes; d. fourth, to the payment of all other Obligations, until all such Obligations shall have been paid in full; and e. finally, to payment to the Pledgor or as a waiver thereof court of competent jurisdiction may direct of any surplus then remaining from such proceeds. The Agent may make distributions hereunder in cash or otherwise prejudice in kind or in any combination thereof. To the right extent that fewer than all Shares are sold in full satisfaction of the Holder. No remedy conferred hereby Obligations, the remaining Shares shall be exclusive returned to the Pledgor. 9.3 The Pledgor hereby designates, constitutes and appoints the Agent and any designee or agent of the Agent as its attorney-in-fact, irrevocably and with power of substitution, to make and execute all conveyances, assignments and instruments of transfer regarding the Collateral sold pursuant to this Section 9 and to do all other acts and things necessary and advisable in the sole discretion of the Agent to carry out and enforce this Agreement. The Agent or any other remedy referred to herein designee or now agent of the Agent, in their capacity as attorney-in-fact for the Pledgor, shall not be liable for any acts of commission or hereafter omission nor for any error of judgment or mistake of fact or law. This power of attorney being coupled with an interest is irrevocable while any of the Obligations shall remain unpaid. 9.4 The Agent may, in any order and at any time, simultaneously or not simultaneously, exercise any of the remedies set forth in this Section 9, in addition to, and not in lieu of, any remedies that may otherwise be available at law, law or in equity. 9.5 The Pledgor acknowledges that the Shares have not been registered under the Securities Act of 1933, by statute as amended, or otherwiseany similar state or federal law and that, therefore, the Agent may be unable to effect a public sale of all or any part of the Shares, and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Shares for their own account, for investment, and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and terms less favorable to the Pledgor than those of public sales, and agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Agent has no obligation to delay any sale to permit the issuer thereof to register them under the Securities Act of 1933, as amended.

Remedies Upon an Event of Default. If an Upon the occurrence of any Event of Default and the request of the Required Lenders (provided that such request shall have occurred not be required in the case of any Event of Default pursuant to Section 8.1(f) or 8.1(g)), upon notice to the Company by the Administrative Agent: (a) the applicable Revolving Credit Commitments and shall the obligation of the Issuing Banks to Issue any Letter of Credit will immediately terminate or be continuingreduced (as specified by the Administrative Agent); (b) the aggregate principal of all applicable Loans, all accrued and unpaid interest thereon, all fees and all other Obligations under this Agreement and the Holder of this Note other Credit Documents, together with an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit will have presented, or will be entitled at its optionsuch time to present, declare the entire unpaid principal balance drafts or other documents or certificates required to draw under such Letters of this NoteCredit), together with all interest accrued hereon, will become 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)payable immediately, without presentment, demand, protest, protest or noticefurther notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by each Credit Party; provided that the Borrowerforegoing will not affect in any way the obligations of the Lenders under Section 2.4(e); (c) the Company will immediately comply with the provisions of Section 2.4(h) with respect to the deposit of cash collateral to secure the Letter of Credit Usage and future payment of related fees; an (d) the Administrative Agent may, and may cause the outstanding principal balance Collateral Agent to, exercise any and accrued interest all of its other rights and remedies under applicable law (including any applicable UCC) or at equity, hereunder shall be automatically due and payableunder the other Credit Documents. In addition, if provided that upon an Event of Default shall have occurred and be continuingpursuant Section 8.1(f) or 8.1(g), the Holder may exercise or otherwise enforce any one or more Revolving Credit Commitments of each Lender and the obligations of the Holder’s rightsIssuing Bank to issue (or to cause it designee to issue) Letters of Credit shall automatically terminate, 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 unpaid principal amount of this Note plus accrued all outstanding Loans and all interest to and other amounts as aforesaid shall automatically become due and payable and 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 obligation of the Holder Company to cash collateralize the Letters of Credit as aforesaid shall operate as a waiver thereof or otherwise prejudice the right automatically become effective, in each case without further act of the Holder. No remedy conferred hereby shall be exclusive of Administrative Agent, the Collateral Agent or any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwiseLender.

Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have occurred and presented the documents required thereunder (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) 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, immediately become due and payable, and thereupon(B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to the Borrower Representative, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower Representative, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender)) to be due and payable forthwith, whereupon the same shall be accelerated and so immediately become due and payable; provided. (b) Except as expressly provided above in this Section 9, howeverto the maximum extent permitted by applicable law, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, protest and all other notices of which any kind are hereby expressly unconditionally and irrevocably waived by waived. (c) Notwithstanding anything to the Borrowercontrary, neither the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In additionAdministrative Agent nor any Lender may deliver notice of, if an or otherwise consent, take action or direct or require the Administrative Agent or any Lender to undertake any action in respect of, any Default or Event of Default shall have occurred with respect to any action taken, and be continuingreported publicly pursuant to a press release, a filing with the Holder may exercise SEC or a posting to the Platform or otherwise enforce any one reported to Lenders, more than two years prior to such notice of, consent, action or more direction or requirement to undertake action in respect of, Default or Event 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 BorrowerDefault, and in connection with any such notice, consent, action or proceeding direction or requirement to undertake action 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' invalid 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 otherwisehave no effect.

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 (a) Upon the occurrence and during the continuance of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or noticeSubsection 15(g) hereof, all of which are hereby expressly unconditionally the Obligations shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence of any other Event of Default, if all Obligations may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuance of an Event of Default Default, Lender may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found and, for that purpose, may pursue the same wherever it may be found, and may enter onto any of Borrowers' premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have occurred the right to store the same at any of Borrowers' premises without cost to Lender. At Lender's request, each Borrower shall, at Borrowers' expense, assemble the Collateral and be continuing, the Holder may exercise or otherwise enforce any make it available to Lender at one or more of the Holder’s rights, powers, privileges, remedies places to be designated by Lender 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.reasonably convenient

Remedies Upon an Event of Default. (a) If any Event of Default occurs and is continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Subsection 9.1(f) with respect to any Borrower, automatically the Commitments, if any, shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have occurred and presented the documents required thereunder) 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, immediately become due and payable, and thereupon(B) if such event is any other Event of Default, with the consent of the Required Lenders (or, if a Financial Covenant Event of Default occurs and is continuing, at the request of, or with the consent of the Required Revolving Lenders only, and without limiting Subsection 9.1(c), only with respect to the Revolving Loans, Revolving Commitments, any Letter of Credit and L/C Obligations), the Administrative Agent may, or upon the request of the Required Lenders or the Required Revolving Lenders, as the case may be, the Administrative Agent shall, by notice to the Borrower Representative, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate, and/or declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall be accelerated and so immediately become due and payable; provided. (b) Except as expressly provided above in this Section 9, howeverto the maximum extent permitted by applicable law, that upon presentment, demand, protest and all other notices of any kind are hereby expressly waived. (c) Except with respect to the occurrence Major Representations made on the Closing Date, notwithstanding any other provision of any Loan Document, (x) any failure of any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document (or in any amendment, modification or supplement hereto or thereto) or which is contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Agreement or any such other Loan Document to be true and correct or (y) any Default or Event of Default arising directly or indirectly, as a result of or in connection with such failure of representation or warranty to be true and correct or any action taken or any failure to take action while any such Default or Event of Default was continuing to the extent such action or failure to take action would have been permitted but for the existence of such Default or Event of Default, will in each case be deemed not to be a failure of a representation or warranty to be true and correct, Default or an Event of Default described in Section 3.1(f(as the case may be) if (i) it would have been (if it were not for this Subsection 9.2(c)) a failure of a representation or warranty to be true and correct, without presentment, demand, protest, Default 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 only by reason of circumstances relating exclusively to the Company and its Subsidiaries prior to the Closing Date, (ii) it is capable of remedy and reasonable steps are being taken to remedy it, (iii) the circumstances giving rise to it have not been procured by or approved by the Parent Borrower or any other Loan Party (other than the Company or any of its Subsidiaries) and (iv) it would not reasonably be expected to result in a Material Adverse Effect. If the relevant circumstances are continuing on or after the Clean-up Date, there shall have occurred be a failure of a representation or warranty to be true and correct, Default or an Event of Default, as the case may be continuing, notwithstanding the Holder may exercise or otherwise enforce any one or more above (and without prejudice to the rights and remedies of the Holder’s rights, powers, privileges, remedies and interests under this Note or applicable law and institute such actions or proceedings Lenders). (d) Except with respect to the representations listed 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 clauses (x) to (z) of the Borrowerdefinition of “Major Representations” made solely by and with respect to the Parent Borrower and its Restricted Subsidiaries (and not by or with respect to any business or Person being acquired pursuant to an applicable Limited Condition Acquisition and its Subsidiaries), notwithstanding any other provision of any Loan Document, (x) any failure of any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document (or in any amendment, modification or supplement hereto or thereto) or which is contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Agreement or any such other Loan Document to be true and correct or (y) any Default or Event of Default arising directly or indirectly, as a result of or in connection with such failure of representation or warranty to be true and correct or any action taken or any failure to take action while any such Default or Event of Default was continuing to the extent such action or proceeding failure to take action would have been permitted but for the existence of such Default or Event of Default, will in each case be deemed not to be a failure of a representation or warranty to be true and correct, Default or an Event of Default (as the case may be) if (i) it would have been (if it were not for this Subsection 9.2(d)) a failure of a representation or warranty to be true and correct, Default or an Event of Default only by reason of circumstances relating exclusively to a business or Person being acquired pursuant to any Limited Condition Acquisition and its Subsidiaries (or any obligation to procure or ensure in relation to such business or Person) prior to the closing date of such Limited Condition Acquisition, (ii) it is capable of remedy and reasonable steps are being taken to remedy it, (iii) the circumstances giving rise to it have not been procured by or approved by the Parent Borrower or any other Loan Party (other than such business or Person being acquired or any of its Subsidiaries) and (iv) it would not reasonably be expected to result in a Material Adverse Effect. If the relevant circumstances are continuing on or after the Limited Condition Acquisition Clean-up Date, there shall be entitled a failure of a representation or warranty to receive from be true and correct, Default or an Event of Default, as the Borrower, payment case may be notwithstanding the above (and without prejudice to the rights and remedies 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 otherwiseLenders).

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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, paragraph 17(e) or noticeparagraph 17 (f) hereof, all of which are hereby expressly unconditionally the Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence of any other Event of Default, if all of the Liabilities may, at the option of Agent at the direction of Required Lenders, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence of an Event of Default Default, Agent may exercise from time to time any rights and remedies available to it under the UCC and under any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Agent's rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Agent may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Agent shall have occurred the right to store the same at any of Borrower's premises without cost to Agent. At Agent's request, Borrower shall, at Borrower's expense, assemble the Collateral and be continuing, the Holder may exercise or otherwise enforce any make it available to Agent at one or more places to be designated by Agent and reasonably convenient to Agent and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of the Holder’s rights, powers, privileges, remedies and interests its Liabilities under this Note Agreement or applicable the Other Agreements, no remedy at law and institute such actions will provide adequate relief to Agent 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 BorrowerLenders, and in connection with any such action or proceeding Borrower agrees that Agent and Lenders shall be entitled to receive from temporary and permanent injunctive relief in any such case without the Borrower, necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and properly given if given at least ten (10) calendar days before such disposition. Any proceeds of any disposition by Agent of any of the Collateral may be applied by Agent to the payment of expenses in connection with the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, Collateral including, without limitation, legal expenses and reasonable attorneys' fees (both in-house and experts' fees outside counsel) and expenses. No course any balance of delay on such proceeds may be applied by Agent toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred Agent may from time to herein or now or hereafter available at law, in equity, by statute or otherwisetime elect.

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 Upon the occurrence and during the continuation of an Event of Default described Default, the Collateral Agent shall have the right, at its election, but not the obligation, to do any of the following: (a) vote or exercise any and all of the Pledgor's rights or powers incident to its ownership of the Pledged Equity Interests, including any rights or powers to manage or control the Company and receive dividends or distributions; (b) demand, xxx for, collect or receive any money or property at any time payable to or receivable by the Pledgor on account of or in Section 3.1(f)exchange for all or any part of the Collateral; (c) cause any action at law or suit in equity or other proceeding to be instituted and prosecuted to collect or enforce any of the Secured Obligations or exercise any right hereunder or included in the Collateral, including specific enforcement of any covenant or agreement contained herein, or to foreclose or enforce the security interest in all or any part of the Collateral granted herein, or to enforce any other legal or equitable right vested in it by this Agreement or by applicable law, subject in each case, to the provisions and requirements thereof; (d) amend, terminate, supplement or modify all or any of the Company's Organizational Documents; (e) incur expenses, including attorneys' fees, consultants' fees, and other costs in connection with the exercise of any right or power under this Agreement; (f) perform any obligation of the Pledgor hereunder; (g) secure the appointment of a receiver of the Collateral or any part thereof, whether incidental to a proposed sale of the Collateral or otherwise, and all disbursements made by such receiver and the expenses of such receivership shall be added to and be made a part of the Secured Obligations, and, whether or not the principal sum of the Secured Obligations, including such disbursements and expenses, exceeds the indebtedness originally intended to be secured hereby, the entire amount of said sum, including such disbursements and expenses, shall be secured by this Agreement and shall be due and payable upon demand therefor and thereafter shall bear interest at the Late Charge Rate or the maximum rate permitted by applicable law, whichever is less; (h) transfer the Collateral, or any part thereof, to the name of the Collateral Agent or to the name of any nominee of the Collateral Agent; (i) foreclose or exercise any other or additional rights or remedies granted to the Collateral Agent under any other provision of this Agreement or any other Loan Document, or exercisable by a secured party under the UCC or under any other applicable law and, without presentmentlimiting the generality of the foregoing and without notice except as specified below, demand, protest, sell the Collateral 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 part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, at such price or prices and on such other terms as the Collateral Agent may deem commercially reasonable in accordance with the UCC; (j) take any other lawful action that the Collateral Agent deems necessary or desirable to protect or realize upon its security interest in the Collateral or any part thereof; and/or (k) appoint another Person (who may be an employee, officer or other representative or nominee 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 Collateral Agent) to do any of the Borrowerforegoing, and in connection with or take any such other action or proceeding shall be entitled to receive from the Borrowerpermitted hereunder, payment on behalf 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 otherwiseCollateral Agent.

Remedies Upon an Event of Default. If (a) Promptly, but not later than two (2) Business Days after a Responsible Officer of the Borrower obtains knowledge of the occurrence of an Unmatured Event of Default or an Event of Default, the Borrower shall notify the Facility Agent, specifying the specific Unmatured Event(s) of Default shall have or Event(s) of Default that occurred and shall as well as all other Events of Default that are then known to be continuing. (b) Upon the occurrence and during the continuation 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, the Holder Facility Agent may, or at the direction of this Note may at any time at its optiona Majority of the Class A Lenders or a Majority of the Class B Lenders shall, by notice to the Borrower and each Lender, declare the entire unpaid principal balance of this Note, together with and the accrued interest on the Advances and all interest accrued hereon, other amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, whereupon such amounts shall be immediately due and thereuponpayable without presentment, demand, protest or other formalities of any kind, all of which are hereby waived by the Borrower; provided that, upon the occurrence of any Event of Default described in clause (f) of Section 6.01, the same Advances and all such other amounts shall be accelerated and so automatically become due and payable; provided, however, that upon without any further action by any party. (c) Upon the occurrence of an Event of Default and during the continuation, the Facility Agent at the direction of the Required Lenders, shall (i) instruct the Borrower to deliver any or all of the Collateral, the Related Documents and any other documents relating to the Collateral to the Facility Agent or its designees and otherwise give all instructions for the Borrower regarding the Collateral; (ii) sell or otherwise dispose of the Collateral in a commercially reasonable manner, all without judicial process or proceedings; (iii) take control of the Proceeds of any such Collateral; (iv) subject to the provisions of the applicable Related Documents, exercise any consensual or voting rights in respect of the Collateral; (v) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Collateral; (vi) enforce the Borrower’s rights and remedies with respect to the Collateral; (vii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; (viii) require that the Borrower immediately take all actions necessary to cause the liquidation of the Collateral in order to pay all amounts due and payable in respect of the Obligations, in accordance with the terms of the Related Documents; (ix) redeem or withdraw or cause the Borrower to redeem or withdraw any asset of the Borrower to pay amounts due and payable in respect of the Obligations; (x) make copies of or, if necessary, remove from the Borrower’s, any Servicer’s and their respective agents’ place of business all books, records and documents relating to the Collateral; and (xi) endorse the name of the Borrower upon any items of payment relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor. The Borrower hereby agrees that, upon the occurrence and during the continuation of an Event of Default, at the request of the Facility Agent or the Required Lenders (acting through the Facility Agent), it shall execute all documents and agreements which are necessary or appropriate to have the Collateral to be assigned to the Facility Agent or its designee. For purposes of taking the actions described in Section 3.1(fthe preceding clauses (i) through (xi), the Borrower hereby irrevocably appoints the Facility Agent as its attorney-in-fact (which appointment being coupled with an interest and is irrevocable while any of the Obligations remain unpaid, with power of substitution), in the name of the Facility Agent or in the name of the Borrower or otherwise, for the use and benefit of the Facility Agent (for the benefit of the Secured Parties), but at the cost and expense of the Borrower and, except as permitted by applicable law, without notice to the Borrower. (d) Upon the occurrence and during the continuation of an Event of Default, (i) except as may be required by Applicable Law, the Servicer’s power under the Facility Documents to consent to modifications to the Collateral Loans (other than Permitted Loan Modifications) and/or direct the acquisition, sales and other dispositions of Collateral Loans, will be immediately suspended and (ii) the Borrower agrees, at the Facility Agent’s request, to instruct the Servicer to assemble the Collateral and make it available to the Facility Agent at places which the Facility Agent shall reasonably select, whether at the Borrower’s premises or elsewhere. (e) Without limiting the generality of the foregoing, upon the occurrence and during the continuation of an Event of Default, the Facility Agent at the direction of the Required Lenders and on behalf of the Secured Parties, without demand of performance or other demand, presentment, demand, protest, advertisement or notice, all notice of which are hereby expressly unconditionally and irrevocably waived any kind (except any notice required by law referred to below) to or upon the Borrower, the outstanding principal balance Servicer or any other Person (all and accrued interest hereunder each of which demands, defenses, advertisements and notices are hereby waived), shall be automatically due in such circumstances forthwith, deliver an activation or control notice or similar notice under any Account Control Agreement, the ECCA and payablethe Collateral Verification Agreement, collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), at public or private sale or sales, at any exchange, auction or office of the Facility Agent or elsewhere upon such terms and conditions and at prices that are consistent with the prevailing market for similar collateral as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. In additionThe Facility Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Borrower, which right or equity is hereby waived or released. The Facility Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Facility Agent hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with the priority of payments set forth in Section 9.01, and only after such application and after the payment by the Facility Agent of any other amount required or permitted by any provision of law, including Section 9-504(1)(c) of the UCC, need the Facility Agent account for the surplus, if an Event any, to the Borrower. (f) The Borrower agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of Default shall have occurred any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any part of the Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and the Borrower, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be continuinglawful so to do, the Holder may exercise or otherwise enforce benefit of all such laws, and any one or more and all right to have any of the Holder’s rightsproperties or assets constituting the Collateral marshaled upon any such sale, powersand agrees that the Facility Agent at the direction of the Required Lenders or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or in such parcels as the Facility Agent at the direction of the Required Lenders or such court may determine. (g) To the extent permitted by Applicable Law, privilegesthe Borrower waives all claims, remedies damages and interests under this Note or applicable law and institute such actions or proceedings in law or equity as demands it shall deem expedient for may acquire against the protection Secured Parties arising out of the exercise by any of the Secured Parties of any of its rights hereunder, other than those claims, damages and may prosecute and enforce its claims against all assets and property demands arising from the gross negligence or willful misconduct of the Borrower, and in connection with such Secured Party. If any such action notice of a proposed sale or proceeding other disposition of Collateral shall be entitled to receive from the Borrowerrequired by law, payment of the principal amount of this Note such notice shall be deemed reasonable and proper if given at least ten (10) Business Days before such sale or other disposition. The Borrower shall remain liable for any deficiency (plus accrued interest thereon) if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the date of payment plus Borrower Obligations and the reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenses. No course disbursements of delay on the part any attorneys employed by any 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 Secured Parties to herein or now or hereafter available at law, in equity, by statute or otherwisecollect such deficiency.

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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or noticeparagraph 12(h) hereof, all of which are hereby expressly unconditionally Borrower's Liabilities shall immediately and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, without notice of any kind. In additionUpon the occurrence of any other Event of Default, if all Liabilities may, at the option of the Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable. (b) Upon the occurrence and during the continuation of an Event of Default shall have occurred and be continuingDefault, the Holder Lender may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or otherwise enforce in any one or more of the Holder’s rights, powers, privileges, remedies Other Agreements 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 Lender's rights and may prosecute remedies shall be cumulative and enforce its claims against all assets and property non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the Borrowerforegoing, and in connection with Lender may, without notice, demand or legal process of any such action kind, take possession of any or proceeding shall be entitled to receive from the Borrower, payment all of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collectionCollateral, including, without limitation, Borrower's computer hardware and software (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower's premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of Borrower's premises without cost to Lender. At Lender's request, Borrower shall, at Borrower's expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed reasonably and properly given if given at least five (5) calendar days before such disposition. Any proceeds of any disposition by Lender of any of the Collateral may be applied by Lender to the payment of expenses in connection with the Collateral, including, without limitation, legal expenses and reasonable attorneys' fees, and experts' fees and expenses. No course any balance of delay on such proceeds may be applied by Lender toward the part payment of such of the Holder shall operate Liabilities, and in such order of application, as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred Lender may from time to herein or now or hereafter available at law, in equity, by statute or otherwisetime elect.

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 (1) Upon the occurrence of an Event of Default described in Section 3.1(f)under the Factoring Agreement, all amounts outstanding under the Factoring Agreement shall immediately and automatically become due and payable, without presentmentnotice of any kind. Upon the occurrence of an Event of Default, demandthe Purchaser may proceed to realize its security hereunder and to enforce its rights by: (i) entry; (ii) the appointment by instrument in writing of a receiver or receivers of the Collateral or any part thereof (which receiver or receivers may be any person or persons, protestwhether an officer or officers or employee or employees of the Purchaser or not and the Purchaser may remove any receiver or receivers so appointed and appoint another or others in his or their stead); (iii) proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for sale of the Collateral or any part thereof; or (iv) any other action, suit, remedy or noticeproceeding authorized or permitted hereby or by law or by equity. In addition, the Purchaser may file such proofs of claim and other documents as may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding-up or other judicial proceedings relating to the Seller. Any receiver or receivers so appointed shall have power to, except as otherwise restricted by applicable law: (1) take possession of and to use the Collateral of any part thereof; (2) carry on the business of the Seller (including, but not limited to, the taking or defending of any actions or legal proceedings, and the doing or refraining form doing all other things as to the receiver may seem necessary or desirable in connection with the business, operations and affairs of the Seller); (3) borrow money required for the maintenance, preservation or protection of the Collateral or any part thereof or the carrying on of the business of the Seller; (4) further charge the Collateral in priority to the security interests of this Agreement as security for money so borrowed; and (5) sell, lease or otherwise dispose of the whole or any part of the Collateral on such terms and conditions and in such manner as the receiver shall determine. The Purchaser shall not be responsible for any actions or errors of omission by the receiver of receivers in exercising any such powers. In addition, the Purchaser may enter upon, use, occupy and possess the Collateral or any part thereof, free from all encumbrances, liens and charges, except for Permitted Liens, without hindrance, interruption or denial of the same by Seller or by any other person or persons save only a landlord pursuant to its rights of reversion under any lease of real property on expiry of its term, and may lease or sell the whole or any part or parts of the Collateral. Any sale hereunder may be made by public auction, by public tender or by private contract, with or without notice and with or without advertising and without any other formality (except as required by law), all of which are hereby expressly unconditionally and irrevocably waived by the Borrower, the outstanding principal balance and accrued interest hereunder Seller. Such sale shall be automatically due on such terms and payable. In addition, if an Event of Default shall have occurred and be continuing, the Holder may exercise conditions as to credit or otherwise enforce any one and as to upset or more reserve bid or price as to the Purchaser in its sole discretion may seem advantageous (except as otherwise restricted by applicable law). Such sale may take place whether or not the Purchaser has taken possession 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 otherwiseCollateral.