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

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

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

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

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

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

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

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

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, 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 16(e) 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 LaSalle, 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, LaSalle 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 LaSalle'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, LaSalle 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 LaSalle shall have occurred the right to store the same at any of Borrower's premises without cost to LaSalle. At LaSalle'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 LaSalle at one or more places to be designated by LaSalle and reasonably convenient to LaSalle 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 LaSalle, and in connection with any such action or proceeding Borrower agrees that LaSalle 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 LaSalle of any of the Collateral may be applied by LaSalle 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), whether incurred at arbitration, trial, on appeal, in a bankruptcy proceeding or otherwise, and expenses. No course any balance of delay on such proceeds may be applied by LaSalle 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 LaSalle 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, option (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, plus the Exit Fee and other fees and expenses, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMakers; provided, however, that upon the occurrence of an Event of Default described in Sections 2.1 (f) or (g) above, the outstanding principal balance and accrued interest hereunder hereunder, plus the Exit Fee and other fees and expenses, shall be immediately and automatically due and payable. In addition, if an Event of Default shall have occurred and be continuing, the Holder may and/or (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement, the Security Agreement, the Pledge Agreement, the Mortgages or other Transaction Document or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the occurrence and during the continuance of an Event of Default, this Note shall bear interest at the default rate set forth in Section 1.2 hereof.

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

Remedies Upon an Event of Default. If 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 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, Borrowers 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 places to be designated by Lender and reasonably convenient to Lender and Borrowers. Borrowers recognize that if 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 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 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 Lender and Borrowers, (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. To the extent permissible under applicable law, 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 collection, 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 (a) Upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or noticeparagraph 16(e) 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 LaSalle, 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, LaSalle 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 LaSalle'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, LaSalle 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 LaSalle shall have occurred the right to store the same at any of Borrower's premises without cost to LaSalle. At LaSalle'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 LaSalle at one or more places to be designated by LaSalle and reasonably convenient to LaSalle 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 LaSalle, and in connection with any such action or proceeding Borrower agrees that LaSalle 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 LaSalle of any of the Collateral may be applied by LaSalle 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 LaSalle 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 LaSalle 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, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereonhereon and the Make-Whole Payment, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in Sections 2.1 (j) or (k) above, the outstanding principal balance and balance, accrued interest due hereunder and the Make-Whole Payment shall be automatically due and payable. In addition, if an Event (b) demand that the principal amount of Default this Note then outstanding, all accrued and unpaid interest thereon and the Make-Whole Payment shall have occurred and be continuing, converted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holder may demands conversion pursuant to this clause, or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or of otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein (including pursuant to Section 3.6 hereof) or now or hereafter available at law, in equity, by statute or otherwise.

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

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

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

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder 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 13(g) hereof, all of which are hereby expressly unconditionally Borrowers' 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 Requisite Lenders, 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, 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 into any of each 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 each Borrower's premises without cost to Agent. 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 such 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 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. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereonhereon and the Make-Whole Payment, due and payable, and thereupon, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the BorrowerMaker; provided, however, that upon the occurrence of an Event of Default described in Sections 2.1 (j) or (k) above, the outstanding principal balance and balance, accrued interest due hereunder and the Make-Whole Payment shall be automatically due and payable. In addition, if an Event (b) demand that the principal amount of Default this Note then outstanding, all accrued and unpaid interest thereon and the Make-Whole Payment shall have occurred and be continuing, converted into shares of Common Stock at the Conversion Price per share on the Trading Day immediately preceding the date the Holder may demands conversion pursuant to this clause, or (c) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Purchase Agreement or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights and may prosecute and enforce its claims against all assets and property of the Borrower, and in connection with any such action or proceeding shall be entitled to receive from the Borrower, payment of the principal amount of this Note plus accrued interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' and experts' fees and expenseslaw. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein (including pursuant to Section 3.6 hereof) or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, 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 the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, and this Agreement shall terminate. 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 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 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 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 HolderLender may from time to time elect. 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.29

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 the Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically become due and payable, and this Agreement shall terminate. 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 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 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 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. (a) If an Event of Default under Sections 8(a), 8(b), 8(c), 8(d), 8(f) or 8(g) above shall have occurred occur and shall be continuing, the Holder of this Note may then Lender may, at any time at its Lender’s option, declare the entire unpaid principal balance amount of this Note, together with all interest accrued hereon, Note to be immediately due and payablepayable without presentment, demand or protest of any kind, all of which Maker expressly waives and Lender may exercise from time to time any rights, powers and remedies available to Lender under all applicable laws or in equity. If an Event of Default under Section 8(e) above shall occur and be continuing, the entire unpaid amount of this Note shall be immediately due and payable without presentment, demand, protest or notice of any kind, all of which Maker expressly waives, and thereuponLender may thereafter exercise from time to time any rights, powers and remedies available to Lender under all applicable laws or in equity. The rights and remedies of Lender stated herein are cumulative to and not exclusive of any rights or remedies otherwise available to Lender. (b) The Maker grants to the same shall be accelerated Lender a security interest in and so due lien on any credit balance now or hereafter owed to the Maker by the Lender or by any affiliate of the Lender, and payable; providedagrees that the Lender or any such affiliate may, however, that upon at any time after the occurrence of an Event of Default described in Section 3.1(f)Default, without presentment, prior notice or 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 set off against all assets and property of the Borrower, and in connection with any such action credit balance 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 other money all or any part of the Holder shall operate as a waiver thereof or otherwise prejudice the right unpaid balance of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred obligations due the Lender to herein or now or hereafter available at law, in equity, by statute or otherwisethe extent permitted under the Wxxxx Credit Agreement.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, and unless the Event of Default shall have been waived in writing by not less than the Holders of a majority of the then outstanding aggregate principal amount of the 2009 Notes, the Holder of this Note may at any time at its option, : (a) demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at the Conversion Price (as defined in Section 3.2(a) below) then in effect; or declare immediately due and payable the entire unpaid principal balance full Principal Amount of this Note, together with all interest accrued hereonthe Interest Amount and other amounts owing in respect thereof, due and payable, and thereupon, the same shall be accelerated and so due and payablein cash; provided, however, that upon the occurrence of an Event of Default described in paragraphs (g) and (h) of Section 3.1(f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Borrower2.1, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable. In addition, if an Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the Interest Rate shall accrue at a rate of 13% per annum, or such lower maximum amount of interest permitted to be charged under applicable law. All Notes for which the full amount due hereunder shall have occurred been paid in accordance herewith shall promptly be surrendered to or as directed by the Company. The Holder need not provide and be continuingthe Company hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Hxxxxx at any time prior to payment hereunder and the Holder shall have all rights as a Note holder until such time, if any, as the full payment under this Section shall have been received by it. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note Note, the Security Agreement, or applicable law and institute such actions or proceedings in law or equity as it shall deem expedient for law. In connection with the protection Holder’s exercise of any of its rights and may prosecute and enforce remedies hereunder, the Company shall use its claims against all assets and property of reasonable best efforts to cooperate with 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 Holder 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 end that the Holder. No remedy conferred hereby shall ’s rights hereunder will be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwiseeffectuated.

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

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

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