Common use of Costs of Collection Clause in Contracts

Costs of Collection. The Company Parties jointly and severally agree to pay to the Holder all costs and expenses, including the fees and expenses of all attorneys, accountants and other experts retained by the Holder, which are expended or incurred by or on behalf of the Holder in connection with (a) the collection and enforcement of this Note, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced hereby; (c) the protection or preservation of any rights or remedies of the Holder under this Note; (d) any actions taken by the Holder in negotiating any amendment, waiver, consent or release of or under this Note; (e) any actions taken in reviewing the Company's or any of its Subsidiaries' financial affairs if any Default or Event of Default shall have occurred or the Holder shall have determined in good faith that a Default or an Event of Default may likely occur, which actions shall include, but not be limited to, the following: (i) inspect the facilities of the Company and its Subsidiaries or conduct audits or appraisals of the financial condition of the Company and its Subsidiaries; (ii) have an accounting or other firm selected by the Holder review the books and records of the Company and any of its Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the Company's and each of its Subsidiaries' employees, attorneys, accountants, customers and any other Persons related to the Company or such Subsidiaries which the Holder believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries; and (iv) undertake any other action which the Holder believes is necessary to assess accurately the financial condition and prospects of the Company and/or its Subsidiaries; (f) any refinancing, restructuring (whether in the nature of a "work out" or otherwise), bankruptcy or insolvency proceeding involving the Company, any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this Note; (g) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this Note; or (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with any case under Bankruptcy Law. The Company Parties hereby consent to the taking of the foregoing actions by the Holder.

Costs of Collection. The Company Parties Issuers jointly and severally agree to pay to the Holder Purchaser on demand all costs and expensesexpenses of every type and nature (including, including the without limitation, all fees and expenses of all attorneys, accountants and other experts retained by the Holderand all due diligence, collateral review, appraisal, search, filing and recording fees and expenses) which are expended or incurred by or on behalf of the Holder Purchaser in connection with (a) the administration of the Investment Documents or the collection and enforcement of this Notethe Obligations, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced herebyObligations; (c) the protection or preservation of any rights rights, powers or remedies of the Holder Purchaser under this NoteAgreement or any other Investment Document; (d) any actions taken by the Holder Purchaser in negotiating any amendment, waiver, consent or release of or under this NoteAgreement, this Note or any other Investment Document; (e) if the Holder believes that a Default or Event of Default has occurred or is likely to occur, any actions taken in reviewing the Company's or any of its SubsidiariesCompany Parties' financial affairs if any Default or Event of Default shall have occurred or the Holder shall have determined in good faith that a Default or an Event of Default may likely occuraffairs, which actions shall include, but not be limited towithout limitation, the following: (i) inspect inspecting the facilities of the any Company and its Subsidiaries Party or conduct conducting audits or appraisals of the financial condition of the any Company and its SubsidiariesParty; (ii) have having an accounting or other firm selected by the Holder Purchaser review the books and records of the any Company and any of its Subsidiaries Party and perform a thorough and complete examination thereof; (iii) interview interviewing the Company's and each of its SubsidiariesCompany Parties' employees, attorneys, accountants, customers and any other Persons related to the Company or such Subsidiaries Parties which the Holder Purchaser believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of any of the Company or any of its SubsidiariesParties; and (iv) undertake undertaking any other action which the Holder Purchaser believes is necessary to assess accurately the financial condition and prospects of the Company and/or its SubsidiariesParties; (f) any refinancing, restructuring (whether in the nature of a "work out" or otherwise), bankruptcy or insolvency proceeding involving the Companyany Company Party or Affiliate thereof, including, without limitation, any refinancing or restructuring of its Subsidiaries this Agreement, this Note or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteInvestment Documents; (g) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this NotePurchaser by any Company Party or any other Person under the Investment Documents; or (h) any effort by the Holder Purchaser to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateralcollateral, including in connection with any case under Bankruptcy Laws; or (i) having counsel advise the Purchaser as to its rights and responsibilities, the perfection, protection or preservation of rights or interests under the Investment Documents, with respect to negotiations with any Company Party or with other creditors of any Company Party or with respect to any proceeding under any Bankruptcy Law. The Company Parties Issuers hereby consent to the taking of the foregoing actions by the HolderPurchaser without conditions or restrictions.

Costs of Collection. The Company Parties jointly and severally agree agrees to pay to the Holder all costs and expenses, including the fees and expenses of all attorneys, accountants and other experts retained by the HolderPurchaser, which are expended or incurred by or on behalf of the Holder Purchaser in connection with (a) the collection and enforcement of this Notethe Obligations, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced herebyObligations; (c) the protection or preservation of any rights rights, powers or remedies of the Holder Purchaser under this NoteAgreement or any other Investment Document; (d) any actions taken by the Holder in negotiating negotiation, preparation, execution and delivery of any amendment, waiver, consent or release of relating to or under this NoteAgreement, any Note or any other Investment Document; (e) any actions taken in reviewing the Company's or any of its Subsidiaries' financial affairs of the Company Parties, TreeCon or their respective Subsidiaries if any Default or Event of Default shall have has occurred or the Holder shall have Purchaser has determined in good faith that a Default or an Event of Default may likely occur, which actions shall include, but not be limited to, include the following: (i) inspect the facilities of the Company and its Parties, TreeCon or their respective Subsidiaries or conduct audits or appraisals of the financial condition of the Company and its Parties, TreeCon or their respective Subsidiaries; (ii) have an accounting or other firm selected by the Holder Purchaser review the books and records of the Company and any of its Parties, TreeCon or their respective Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the Company's and each of its Subsidiaries' employees, attorneys, accountantsaccountants and customers of, customers and any other Persons related to to, the Company Parties or such any of their respective Subsidiaries which whom the Holder Purchaser believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of the Company or any of its Company, TreeCon and such Subsidiaries; and (iv) undertake any other action which the Holder Purchaser believes is necessary to assess accurately the financial condition and prospects of the Company and/or its Parties, TreeCon or their respective Subsidiaries; (f) any refinancing, restructuring (whether in the nature of a "“work out" ” or otherwise), bankruptcy or insolvency proceeding involving the CompanyCompany Parties, TreeCon or any of their respective Subsidiaries or other Affiliates, including any refinancing or restructuring of this Agreement, any of its Subsidiaries Note or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteInvestment Documents; (g) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this NotePurchaser by the Company Parties or other Person under the Investment Documents; or (h) any effort by the Holder Purchaser to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with any case under Bankruptcy Law. The Company Parties hereby consent consents to the taking of the foregoing actions by the HolderPurchaser (provided, however, that, with respect to clause (e)(iii) above, none of the Company Parties will be required to produce any document or disclose material to the Purchaser which would otherwise be expressly protected from production or disclosure by any attorney-client or accountant-client privilege existing under Applicable Law, unless waived by the Company Parties). With respect to TreeCon, for all times after the Spin-Off Effective Date that the representations in this paragraph are required to be true, such representations are made to the knowledge of the Company.

Costs of Collection. The Company Parties jointly and severally agree Borrower agrees to pay to the Holder all costs and expenses, including the fees and expenses of all attorneys, accountants and other experts retained by the Holder, which are expended or incurred by or on behalf of the Holder in connection with (a) the collection and enforcement of this Note, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced hereby; (c) the protection or preservation of any rights or remedies of the Holder under this Note; (d) any actions taken by the Holder in negotiating negotiation, preparation, execution and delivery of any amendment, waiver, consent or release of relating to or under this Note; (e) any actions taken in reviewing the Company's business or financial affairs of the Company or any of its Subsidiaries' financial affairs Subsidiaries if any Default or Event of Default shall have has occurred or the Holder shall have has determined in good faith that a Default or an Event of Default may likely occur, which actions shall include, but not be limited to, include the following: (i) inspect the facilities of the Company and Borrower or any of its Subsidiaries or conduct audits or appraisals of the financial condition of the Company Borrower and any of its Subsidiaries; (ii) have an accounting or other firm selected by the Holder review the books and records of the Company Borrower and any of its Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the CompanyBorrower's and each of its Subsidiaries' employees, attorneys, accountants, customers and any other Persons related to the Company Borrower or such Subsidiaries which the Holder believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries; and (iv) undertake any other action which the Holder believes is necessary to assess accurately the financial condition and prospects of the Company and/or Borrower and any of its Subsidiaries; (f) any refinancing, restructuring (whether in the nature of a "work out" or otherwise), bankruptcy or insolvency proceeding involving the CompanyBorrower, any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise Borrower securing the payment and performance of this Note; (g) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this NoteHolder; or (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with any case under Bankruptcy Law. The Company Parties Borrower hereby consent consents to the taking of the foregoing actions by the HolderHolder (provided, however, that, with respect to clause (e)(iii) above, the Borrower will not be required to produce any document or disclose material to the Holder which would otherwise be expressly protected from production or disclosure by any attorney-client or accountant-client privilege existing under Applicable Law, unless waived by the Borrower).

Costs of Collection. The Company Parties jointly and severally agree Borrower agrees to pay to the Holder all costs and expenses, including the fees and expenses of all any attorneys, accountants and other experts retained by the Holder, which are expended or incurred by or on behalf of the Holder in connection with (a) the collection and enforcement of this NoteNote or the collection of any sums due hereunder, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced herebyNote; (c) the protection or preservation of any rights or remedies of the Holder under this Note; (d) any actions taken by the Holder in negotiating any amendment, waiver, consent or release of or under this Note; (e) any actions taken in reviewing the CompanyBorrower's or any of its Subsidiaries' financial affairs if any Default or an Event of Default shall have has occurred or the Holder shall have has determined in good faith that a Default or an Event of Default may likely occur, which actions shall includeincluding, but not be limited towithout limitation, the followingfollowing actions: (i) inspect the facilities of the Company Borrower and any of its Subsidiaries or conduct audits or appraisals of the financial condition of the Company Borrower and any of its Subsidiaries; (ii) have an accounting or other firm selected chosen by the Holder review the books and records of the Company Borrower and any of its Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the CompanyBorrower's and each of its Subsidiaries' employees, attorneys, accountants, customers and any other Persons individuals related to the Company Borrower or such its Subsidiaries which the Holder believes may have relevant information concerning the business, financial condition (financial or otherwise), results of operations or prospects of the Company or Borrower and any of its Subsidiaries; and (iv) undertake any other action which the Holder believes is necessary to assess accurately the financial condition and prospects of the Company and/or Borrower and any of its Subsidiaries; (f) the Holder's participation in any refinancing, restructuring (whether in the nature of a "work out" or otherwise)restructuring, bankruptcy or insolvency proceeding involving the CompanyBorrower, any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteBorrower; (g) verifying or perfecting any actions taken to verify, maintain, perfect and protect any Lien security interest granted to the Holder to secure repayment of this NoteHolder; or (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateralcollateral, including in connection with any case under Bankruptcy Law. The Company Parties hereby consent to ; or (i) any refinancing or restructuring of this Note, including, without limitation, any restructuring in the taking nature of the foregoing actions by the Holdera "work out" or in any insolvency or bankruptcy proceeding.

Costs of Collection. The Company Parties jointly and severally agree to shall pay to the Holder Purchaser on demand all out-of-pocket fees, costs and expenses, expenses of every type and nature (including the all fees and expenses of all attorneys, accountants and other experts retained by the Holderand all due diligence, collateral review, appraisal, search, filing and recording fees and expenses) which are expended or incurred by or on behalf of the Holder Purchaser in connection with (a) the administration of the Investment Documents, (b) the collection and enforcement of this Notethe Obligations, whether or not any action, suit suit, arbitration or other proceeding is commenced; (bc) the sale or other disposition of any actions for declaratory relief in any way related to this Note Securities or the Indebtedness evidenced herebyother Notes or Purchaser Equity Interests; (cd) the protection or preservation of any rights rights, powers or remedies of the Holder Purchaser under this NoteAgreement or any other Investment Document; (de) any actions taken by the Holder Purchaser in negotiating any amendment, waiver, consent or release of or under this NoteAgreement, the Notes or any other Investment Document; (ef) any actions taken in reviewing the Company's or any of its Subsidiaries' financial affairs if any a Default or Event of Default shall have occurred occur and be continuing or if the Holder shall have Purchaser has determined in good faith that a Default or an Event of Default may is likely to occur, any actions taken in reviewing the financial affairs of the Company Parties (or any of them), which actions shall include, but not be limited to, the following: may include (i) inspect inspecting the facilities of the any Company and its Subsidiaries Party or conduct conducting audits or appraisals of the financial condition of the any Company and its SubsidiariesParty; (ii) have having an accounting or other firm selected by the Holder Purchaser review the books and records of the any Company and any of its Subsidiaries Party and perform a thorough and complete examination thereof; (iii) interview interviewing the Company's and each of its Subsidiaries' managers, employees, attorneys, accountants, customers attorneys and any accountants of the Company Parties and other Persons related to the Company Parties or such Subsidiaries the Business which the Holder Purchaser believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of any of the Company or any of its SubsidiariesParties; and (iv) undertake undertaking any other action which the Holder Purchaser believes is necessary to assess accurately the financial condition and prospects of the Company and/or its SubsidiariesParties; (fg) any refinancing, restructuring (whether in the nature of a "“work out" ” or otherwise), bankruptcy or insolvency proceeding involving the Companyany Company Party, including any refinancing or restructuring of its Subsidiaries this Agreement or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteInvestment Documents; (gh) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this NotePurchaser by any Company Party or any other Person under the Collateral Documents; or (hi) any effort by the Holder Purchaser to protect, audit, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateralcollateral, including in connection with any case under Bankruptcy Laws; or (j) having counsel advise the Purchaser as to its rights and responsibilities, the perfection, protection or preservation of rights or interests under the Investment Documents, with respect to negotiations with any Company Party or its Affiliates or with other creditors of any Company Party or with respect to any proceeding under any Bankruptcy Law. The Company Parties hereby consent consents to the taking of the foregoing actions by the HolderPurchaser without conditions or restrictions.

Costs of Collection. The Company Parties jointly and severally agree agrees to pay to the Holder all costs and expenses, including the fees and expenses of all any attorneys, accountants and other experts retained by the Holder, which are expended or incurred by or on behalf of the Holder in connection with (a) the collection and enforcement of this NoteNote or the collection of any sums due hereunder, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced herebyNote; (c) the protection or preservation of any rights or remedies of the Holder under this Note; (d) any actions taken by the Holder in negotiating any amendment, waiver, consent or release of or under this Note; (e) any actions taken in reviewing the Company's or any of its Subsidiaries' financial affairs if any Default or an Event of Default shall have has occurred or the Holder shall have has determined in good faith that a Default or an Event of Default may likely occur, which actions shall includeincluding, but not be limited towithout limitation, the followingfollowing actions: (i) inspect the facilities of the Company and any of its Subsidiaries or conduct audits or appraisals of the financial condition of the Company and any of its Subsidiaries; (ii) have an accounting or other firm selected chosen by the Holder review the books and records of the Company and any of its Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the Company's and each of its Subsidiaries' employees, attorneys, accountants, customers and any other Persons individuals related to the Company or such its Subsidiaries which the Holder believes may have relevant information concerning the business, financial condition (financial or otherwise), results of operations or prospects of the Company or and any of its Subsidiaries; and (iv) undertake any other action which the Holder believes is necessary to assess accurately the financial condition and prospects of the Company and/or and any of its Subsidiaries; (f) the Holder's participation in any refinancing, restructuring (whether in the nature of a "work out" or otherwise)restructuring, bankruptcy or insolvency proceeding involving the Company, any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteCompany; (g) verifying, maintaining, or perfecting any actions taken to verify, maintain, perfect and protect any security interest or other Lien granted to the Holder to secure repayment of this Notein any collateral; or (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateralcollateral, including in connection with any case under Bankruptcy Law. The Company Parties hereby consent to ; or (i) any refinancing or restructuring of this Note, including, without limitation, any restructuring in the taking nature of the foregoing actions by the Holdera "work out" or in any insolvency or bankruptcy proceeding.

Costs of Collection. The Company Parties jointly and severally agree agrees to pay to the Holder all costs and expenses, including the fees and expenses of all attorneys, accountants and other experts retained by the HolderPurchaser, which are expended or incurred by or on behalf of the Holder Purchaser in connection with (a) the collection and enforcement of this Notethe Obligations, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced herebyObligations; (c) the protection or preservation of any rights rights, powers or remedies of the Holder Purchaser under this NoteAgreement or any other Investment Document; (d) any actions taken by the Holder in negotiating negotiation, preparation, execution and delivery of any amendment, waiver, consent or release of relating to or under this NoteAgreement, the Note or any other Investment Document; (e) any actions taken in reviewing the Company's or any of its Subsidiaries' financial affairs of the Company Parties, TreeCon or their respective Subsidiaries if any Default or Event of Default shall have has occurred or the Holder shall have Purchaser has determined in good faith that a Default or an Event of Default may likely occur, which actions shall include, but not be limited to, include the following: (i) inspect the facilities of the Company and its Parties, TreeCon or their respective Subsidiaries or conduct audits or appraisals of the financial condition of the Company and its Parties, TreeCon or their respective Subsidiaries; (ii) have an accounting or other firm selected by the Holder Purchaser review the books and records of the Company and any of its Parties, TreeCon or their respective Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the Company's and each of its Subsidiaries' employees, attorneys, accountantsaccountants and customers of, customers and any other Persons related to to, the Company Parties or such any of their respective Subsidiaries which whom the Holder Purchaser believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of the Company or any of its Company, TreeCon and such Subsidiaries; and (iv) undertake any other action which the Holder Purchaser believes is necessary to assess accurately the financial condition and prospects of the Company and/or its Parties, TreeCon or their respective Subsidiaries; (f) any refinancing, restructuring (whether in the nature of a "work out" or otherwise), bankruptcy or insolvency proceeding involving the CompanyCompany Parties, TreeCon or any of its their respective Subsidiaries or other Affiliates, including any refinancing or restructuring of this Agreement, the Note or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteInvestment Documents; (g) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this NotePurchaser by the Company Parties or other Person under the Investment Documents; or (h) any effort by the Holder Purchaser to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with any case under Bankruptcy Law. The Company Parties hereby consent consents to the taking of the foregoing actions by the HolderPurchaser (provided, however, that, with respect to clause (e)(iii) above, none of the Company Parties will be required to produce any document or disclose material to the Purchaser which would otherwise be expressly protected from production or disclosure by any attorney-client or accountant-client privilege existing under Applicable Law, unless waived by the Company Parties).

Costs of Collection. The Company Parties jointly and severally agree GFN Group agrees to pay to the Holder all costs and expenses, including the reasonable fees and expenses of all any attorneys, accountants and other experts retained by the Holder, which are expended or incurred by or on behalf of the Holder in connection with (a) the collection and enforcement of this Notethe Note or the collection of any sums due thereunder following an Event of Default, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this the Note or the Indebtedness evidenced herebyfollowing an Event of Default; (c) the protection or preservation of any rights or remedies of the Holder under this the Note; (d) any actions taken by the Holder in negotiating any amendment, waiver, consent or release of or under this the Note; (e) any actions taken in reviewing the Company's ’s or any of its Subsidiaries' Affiliates’ financial affairs if any a Default or Event of Default shall have has occurred or the Holder shall have has determined in good faith that a Default or an Event of Default may likely occur, which actions shall includeincluding, but not be limited towithout limitation, the followingfollowing actions: (i) inspect the facilities of the Company and any of its Subsidiaries or conduct audits or appraisals of the financial condition of the Company and any of its SubsidiariesAffiliates; (ii) have an accounting or other firm selected chosen by the Holder review the books and records of the Company and any of its Subsidiaries Affiliates and perform a thorough and complete examination thereof; (iii) interview the Company's ’s and each of its Subsidiaries' Affiliates’ employees, attorneys, accountants, customers and any other Persons individuals related to the Company or such Subsidiaries its Affiliates which the Holder believes may have relevant information concerning the business, financial condition (financial or otherwise), results of operations or prospects of the Company or and any of its Subsidiaries; and (iv) undertake any other action which the Holder believes is reasonably necessary to assess accurately the financial condition and prospects of the Company and/or and any of its SubsidiariesAffiliates; (f) the Holder’s participation in any refinancing, restructuring (whether in the nature of a "work out" or otherwise)restructuring, bankruptcy or insolvency proceeding involving the Company, any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteCompany; (g) creating, verifying, maintaining or perfecting any actions taken to verify, maintain, perfect and protect any security interest or other Lien granted to the Holder to secure repayment of this Notein any Collateral; or (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with any case under Bankruptcy Law. The Company Parties hereby consent to the taking ; or (i) any refinancing or restructuring of the foregoing actions by Note, including, without limitation, any restructuring in the Holdernature of a “work out” or in any insolvency or bankruptcy proceeding of the Company.

Costs of Collection. The Company Note Parties jointly and severally agree to pay to the Holder Agent and each Purchaser on demand all fees, costs and expenses, expenses of every type and nature (including the all fees and expenses of all attorneys, accountants and other experts retained by the Holderand all due diligence, collateral review, appraisal, search, filing and recording fees and expenses) which are expended or incurred by or on behalf of the Holder Agent and each Purchaser in connection with (a) documented reasonable out-of-pocket costs associated with (i) any 75 assignment, delegation or participation to or by any Person by Purchaser of any of Purchaser’s right, title and interest in the Notes and the other Investment Documents and (ii) the administration of the Investment Documents or the collection and enforcement of the Obligations (including, without limitation, attorneys, accountants, consultants, and other advisor fees and expenses incurred in connection with the exercise of its rights or remedies under this NoteAgreement or any other Investment Document), whether or not any action, suit or other proceeding Proceeding is commenced; , (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced hereby; Obligations, (c) the protection or preservation of any rights rights, powers or remedies of the Holder Agent and each Purchaser under this Note; Agreement or any other Investment Document, (d) any actions taken by the Holder Agent and each Purchaser in negotiating any amendment, waiver, consent or release of or under this Note; Agreement, the Notes or any other Investment Document, (e) any actions taken in reviewing the Company's or any of its Subsidiaries' Note Parties’ financial affairs if any Default or Event of Default shall have occurred or the Holder shall have determined in good faith that a Default or an Event of Default may likely occuraffairs, which actions shall include, but not be limited to, the following: include (i) inspect inspecting the facilities of the Company and its Subsidiaries any Note Party or conduct conducting audits or appraisals of the financial condition of the Company and its Subsidiaries; any Note Party, (ii) have having an accounting or other firm selected by the Holder Agent to review the books and records of the Company and any of its Subsidiaries Note Party and perform a thorough and complete examination thereof; , (iii) interview interviewing the Company's and each of its Subsidiaries' Note Parties’ employees, attorneys, accountants, customers and any other Persons related to the Company or such Subsidiaries Note Parties which the Holder Purchaser reasonably believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries; the Note Parties, and (iv) undertake undertaking any other action which the Holder Agent believes is necessary to assess accurately the financial condition and prospects of the Company and/or its Subsidiaries; Note Parties or any operational or regulatory matters relating to the Note Parties, (f) any refinancing, restructuring (whether in the nature of a "“work out" ” or otherwise), bankruptcy or insolvency proceeding involving any Note Party or their Affiliates, including any refinancing or restructuring of this Agreement, the CompanyNotes or any other Obligations or Investment Document (including, without limitation, attorneys, accountants, consultants, and other advisor fees and expenses incurred after the occurrence of an Event of Default or otherwise in connection with a “work out,” a “restructuring,” or an insolvency proceeding concerning any Note Party or any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this Note; Subsidiaries), (g) any actions taken to verify, maintain, perfect and protect any Lien granted to Agent, for the Holder to secure repayment benefit of this Note; or Agent the Secured Parties, (h) any effort by the Holder Agent to protect, audit, assemble, complete, collect, sell, liquidate or otherwise dispose of the Notes or any Collateral, including in connection with any case under Bankruptcy Lawany bankruptcy laws, or (i) having counsel advise Agent and each Purchaser (including Agent) as to its rights and responsibilities, the perfection, protection or preservation of rights or interests under the Investment Documents, with respect to negotiations with any Note Party or its Affiliates or with other creditors of any Note Party or with respect to any proceeding under any bankruptcy law. The Company Note Parties hereby consent to the taking of the foregoing actions by Agent and each Purchaser without conditions or restrictions. - Remainder of Page Intentionally Left Blank; Signature Pages Follow – The parties hereto have caused this Note Purchase Agreement to be duly executed and delivered by their duly authorized officers as of the Holderdate first set forth above. NOTE PARTIES AND COMPANY REPRESENTATIVE: DXXXXXX MACHINES BUYER, INC., a Delaware corporation, as a Company and as Company Representative, in each case immediately prior to the consummation of the Nautilus Acquisition By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: President DXXXXXX MACHINES CORP., a Delaware corporation, as a Company and as Company Representative, in each case immediately following the consummation of the Nautilus Acquisition By: /s/ Pxxx Xxxxx Name: Pxxx Xxxxx Title: Chief Executive Officer DXXXXXX MACHINES HOLDINGS, LLC, a Delaware limited liability company, as a Guarantor By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: President Signature Page to Note Purchase Agreement The parties hereto have executed or caused this Note Purchase Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above.

Costs of Collection. The Company Parties jointly and severally agree to shall pay to the Holder Purchaser on demand all out-of-pocket fees, costs and expenses, expenses of every type and nature (including the all fees and expenses of all attorneys, accountants and other experts retained by the Holderand all due diligence, collateral review, appraisal, search, filing and recording fees and expenses) which are expended or incurred by or on behalf of the Holder Purchaser in connection with (a) the administration of this Note, (b) the collection and enforcement of this Note, whether or not any action, suit suit, arbitration or other proceeding is commenced; (bc) any actions for declaratory relief in any way related to the sale or other disposition of this Note or the Indebtedness evidenced herebyNote; (cd) the protection or preservation of any rights rights, powers or remedies of the Holder Purchaser under this NoteNote or any other Investment Document; (de) any actions taken by the Holder Purchaser in negotiating any amendment, waiver, consent or release of or under this Notethe Note or any other Investment Document; (ef) any actions taken in reviewing the Company's or any of its Subsidiaries' financial affairs if any a Default or Event of Default shall have occurred occur and be continuing or if the Holder shall have Purchaser has determined in good faith that a Default or an Event of Default may is likely to occur, any actions taken in reviewing the financial affairs of the Company Parties (or any of them), which actions shall include, but not be limited to, the following: may include (i) inspect inspecting the facilities of the any Company and its Subsidiaries Party or conduct conducting audits or appraisals of the financial condition of the any Company and its SubsidiariesParty; (ii) have having an accounting or other firm selected by the Holder Purchaser review the books and records of the any Company and any of its Subsidiaries Party and perform a thorough and complete examination thereof; (iii) interview interviewing the Company's and each of its Subsidiaries' managers, employees, attorneys, accountants, customers attorneys and any accountants of the Company Parties and other Persons related to the Company Parties or such Subsidiaries the Business which the Holder Purchaser believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of any of the Company or any of its SubsidiariesParties; and (iv) undertake undertaking any other action which the Holder Purchaser believes is necessary to assess accurately the financial condition and prospects of the Company and/or its SubsidiariesParties; (fg) any refinancing, restructuring (whether in the nature of a "“work out" ” or otherwise), bankruptcy or insolvency proceeding involving the Companyany Company Party, including any refinancing or restructuring of its Subsidiaries this Note or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteInvestment Document; (gh) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this NotePurchaser by any Company Party or any other Person under the Collateral Documents; or (hi) any effort by the Holder Purchaser to protect, audit, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateralcollateral, including in connection with any case under Bankruptcy Laws; or (j) having counsel advise the Purchaser as to its rights and responsibilities, the perfection, protection or preservation of rights or interests under the Investment Documents, with respect to negotiations with any Company Party or its Affiliates or with other creditors of any Company Party or with respect to any proceeding under any Bankruptcy Law. The Company Parties hereby consent to the taking of the foregoing actions by the Holder.

Costs of Collection. The Company Parties jointly and severally Companies agree to pay to the Holder Agent, Collateral Agent and each Purchaser on demand all fees, costs and expenses, expenses of every type and nature (including the all fees and expenses of all attorneys, accountants and other experts retained by the Holderand all due diligence, collateral review, appraisal, search, filing and recording fees and expenses) which are expended or incurred by or on behalf of the Holder Agent and each Purchaser in connection with (a) documented reasonable out-of-pocket costs associated with (i) any assignment, delegation or participation to or by any Person by Purchaser of any of Purchaser’s right, title and interest in the Notes and the other Investment Documents and (ii) the administration of the Investment Documents or the collection and enforcement of the Obligations (including, without limitation, attorneys, accountants, consultants, and other advisor fees and expenses incurred in connection with the exercise of its rights or remedies under this NoteAgreement or any other Investment Document), whether or not any action, suit or other proceeding Proceeding is commenced; , (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced hereby; Obligations, (c) the protection or preservation of any rights rights, powers or remedies of the Holder Agent and each Purchaser under this Note; Agreement or any other Investment Document, (d) any actions taken by the Holder Agent and each Purchaser in negotiating any amendment, waiver, consent or release of or under this Note; Agreement, the Notes or any other Investment Document, (e) any actions taken in reviewing the Company's or any of its Subsidiaries' Note Parties’ financial affairs if any Default or Event of Default shall have occurred or the Holder shall have determined in good faith that a Default or an Event of Default may likely occuraffairs, which actions shall include, but not be limited to, the following: include (i) inspect inspecting the facilities of the Company and its Subsidiaries any Note Party or conduct conducting audits or appraisals of the financial condition of the Company and its Subsidiaries; any Note Party, (ii) have having an accounting or other firm selected by the Holder Agent to review the books and records of the Company and any of its Subsidiaries Note Party and perform a thorough and complete examination thereof; , (iii) interview interviewing the Company's and each of its Subsidiaries' Note Parties’ employees, attorneys, accountants, customers and any other Persons related to the Company or such Subsidiaries Note Parties which the Holder Purchaser reasonably believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries; the Note Parties, and (iv) undertake undertaking any other action which the Holder Agent or Collateral Agent believes is necessary to assess accurately the financial condition and prospects of the Company and/or its Subsidiaries; Note Parties or any operational or regulatory matters relating to the Note Parties, (f) any refinancing, restructuring (whether in the nature of a "“work out" ” or otherwise), bankruptcy or insolvency proceeding involving any Note Party or their Affiliates, including any refinancing or restructuring of this Agreement, the CompanyNotes or any other Obligations or Investment Document (including, without limitation, attorneys, accountants, consultants, and other advisor fees and expenses incurred after the occurrence of an Event of Default or otherwise in connection with a “work out,” a “restructuring,” or an insolvency proceeding concerning any Note Party or any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this Note; Subsidiaries), (g) any actions taken to verify, maintain, perfect and protect any Lien granted to Collateral Agent, for the Holder to secure repayment benefit of this Note; or Collateral Agent the Secured Parties, (h) any effort by the Holder Agent or Collateral Agent to protect, audit, assemble, complete, collect, sell, liquidate or otherwise dispose of the Notes or any Collateral, including in connection with any case under Bankruptcy Lawany bankruptcy laws, or (i) having counsel advise Agent and each Purchaser (including Collateral Agent) as to its rights and responsibilities, the perfection, protection or preservation of rights or interests under the Investment Documents, with respect to negotiations with any Note Party or its Affiliates or with other creditors of any Note Party or with respect to any proceeding under any bankruptcy law. The Company Parties Companies hereby consent to the taking of the foregoing actions by Agent and each Purchaser without conditions or restrictions. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the Holderdate first set forth above. COMPANIES AND COMPANY REPRESENTATIVE: POLYFORM PRODUCTS COMPANY, INC., a Delaware corporation, as a Company and as Company Representative By: /s/Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Vice President The parties hereto have executed or caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above.

Costs of Collection. The Company Parties jointly and severally Companies agree to pay to the Holder Agent and each Purchaser on demand all fees, costs and expenses, expenses of every type and nature (including the all fees and expenses of all attorneys, accountants and other experts retained by the Holderand all due diligence, collateral review, appraisal, search, filing and recording fees and expenses) which are expended or incurred by or on behalf of the Holder Agent and each Purchaser in connection with (a) documented reasonable out-of-pocket costs associated with (i) any assignment, delegation or participation to or by any Person by Purchaser of any of Purchaser’s right, title and interest in the Notes and the other Investment Documents and (ii) the administration of the Investment Documents or the collection and enforcement of the Obligations (including, without limitation, attorneys, accountants, consultants, and other advisor fees and expenses incurred in connection with the exercise of its rights or remedies under this NoteAgreement or any other Investment Document), whether or not any action, suit or other proceeding Proceeding is commenced; , (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced hereby; Obligations, (c) the protection or preservation of any rights rights, powers or remedies of the Holder Agent and each Purchaser under this Note; Agreement or any other Investment Document, (d) any actions taken by the Holder Agent and each Purchaser in negotiating any amendment, waiver, consent or release of or under this Note; Agreement, the Notes or any other Investment Document, (e) any actions taken in reviewing the Company's or any of its Subsidiaries' Note Parties’ financial affairs if any Default or Event of Default shall have occurred or the Holder shall have determined in good faith that a Default or an Event of Default may likely occuraffairs, which actions shall include, but not be limited to, the following: include (i) inspect inspecting the facilities of the Company and its Subsidiaries any Note Party or conduct conducting audits or appraisals of the financial condition of the Company and its Subsidiaries; any Note Party, (ii) have having an accounting or other firm selected by the Holder Agent to review the books and records of the Company and any of its Subsidiaries Note Party and perform a thorough and complete examination thereof; , (iii) interview interviewing the Company's and each of its Subsidiaries' Note Parties’ employees, attorneys, accountants, customers and any other Persons related to the Company or such Subsidiaries Note Parties which the Holder Purchaser reasonably believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries; the Note Parties, and (iv) undertake undertaking any other action which the Holder Agent believes is necessary to assess accurately the financial condition and prospects of the Company and/or its Subsidiaries; Note Parties or any operational or regulatory matters relating to the Note Parties, (f) any refinancing, restructuring (whether in the nature of a "“work out" ” or otherwise), bankruptcy or insolvency proceeding involving any Note Party or their Affiliates, including any refinancing or restructuring of this Agreement, the CompanyNotes or any other Obligations or Investment Document (including, without limitation, attorneys, accountants, consultants, and other advisor fees and expenses incurred after the occurrence of an Event of Default or otherwise in connection with a “work out,” a “restructuring,” or an insolvency proceeding concerning any Note Party or any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this Note; Subsidiaries), (g) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this Note; or Agent and Purchasers, (h) any effort by the Holder Agent or any Purchaser to protect, audit, assemble, complete, collect, sell, liquidate or otherwise dispose of the Notes or any Collateral, including in connection with any case under Bankruptcy Lawany bankruptcy laws, or (i) having counsel advise Agent and each Purchaser as to its rights and responsibilities, the perfection, protection or preservation of rights or interests under the Investment Documents, with respect to negotiations with any Note Party or its Affiliates or with other creditors of any Note Party or with respect to any proceeding under any bankruptcy law. The Company Parties Companies hereby consent to the taking of the foregoing actions by Agent and each Purchaser without conditions or restrictions. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the Holderdate first set forth above.

Costs of Collection. The Company Parties jointly and severally agree agrees to pay to the Holder all fees, costs and expenses, including the fees and expenses of all any attorneys, accountants and other experts retained by the Holder, which are expended or incurred by or on behalf of the Holder in connection with (a) the collection administration and enforcement of this Notethe Notes and the other Obligations or the collection of any sums due thereunder, whether 80 or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note the Notes or the Indebtedness evidenced herebyany other Obligations; (c) the protection or preservation of any rights or remedies of the Holder under this NoteAgreement, the Notes or any other Related Agreement; (d) any actions taken by the Holder in negotiating any amendment, waiver, consent or release of or under this NoteAgreement, the Notes or any other Related Agreement; (e) any actions taken in reviewing the Company's or any of its Subsidiaries' financial affairs if any Default or an Event of Default shall have has occurred or the Holder shall have has determined in good faith that a Default or an Event of Default may likely occur, which actions shall include, but not be limited to, including the followingfollowing actions: (i) inspect the facilities of the Company and any of its Subsidiaries or conduct audits or appraisals of the financial condition of the Company and any of its Subsidiaries; (ii) have an accounting or other firm selected chosen by the Holder review the books and records of the Company and any of its Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the Company's and each of its Subsidiaries' employees, attorneys, accountants, customers and any other Persons individuals related to the Company or such its Subsidiaries which the Holder believes may have relevant information concerning the business, financial condition (financial or otherwise), results of operations or prospects of the Company or and any of its Subsidiaries; and (iv) undertake any other action which the Holder believes is necessary to assess accurately the financial condition and prospects of the Company and/or and any of its Subsidiaries; (f) the Holder's participation in any refinancing, restructuring (whether in the nature of a "work out" or otherwise)restructuring, bankruptcy or insolvency proceeding involving the Company, any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteCompany; (g) verifying, maintaining, or perfecting any actions taken to verify, maintain, perfect and protect any security interest or other Lien granted to the Holder to secure repayment of this Notein any collateral; or (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with any case under Bankruptcy Law. The Company Parties hereby consent to ; or (i) any refinancing or restructuring of this Agreement, the taking Notes or any other Related Agreement, including any restructuring in the nature of the foregoing actions by the Holdera "work out" or in any insolvency or bankruptcy proceeding.

Costs of Collection. The Company Parties jointly and severally agree to pay to the Holder Purchaser on demand all fees, costs and expenses, expenses of every type and nature (including the all fees and expenses of all attorneys, accountants and other experts retained by the Holderand all due diligence, collateral review, appraisal, search, filing and recording fees and expenses) which are expended or incurred by or on behalf of the Holder Purchaser in connection with (a) the administration of the Investment Documents or the collection and enforcement of this Notethe Obligations, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced herebyObligations; (c) the protection or preservation of any rights rights, powers or remedies of the Holder Purchaser under this NoteAgreement or any other Investment Document; (d) any actions taken by the Holder Purchaser in negotiating any amendment, waiver, consent or release of or under this NoteAgreement, the Notes or any other Investment Document; (e) any actions taken in reviewing the Company's or any of its SubsidiariesCompany Parties' financial affairs if any Default or Event of Default shall have occurred or the Holder shall have determined in good faith that a Default or an Event of Default may likely occuraffairs, which actions shall include, but not be limited to, the following: include (i) inspect inspecting the facilities of the any Company and its Subsidiaries Party or conduct conducting audits or appraisals of the financial condition of the any Company and its SubsidiariesParty; (ii) have having an accounting or other firm selected by the Holder Purchaser review the books and records of the any Company and any of its Subsidiaries Party and perform a thorough and complete examination thereof; (iii) interview interviewing the Company's and each of its SubsidiariesCompany Parties' employees, attorneys, accountants, customers and any other Persons related to the Company or such Subsidiaries Parties which the Holder Purchaser believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of any of the Company or any of its SubsidiariesParties; and (iv) undertake undertaking any other action which the Holder believes Purchaser believe is necessary to assess accurately the financial condition and prospects of the Company and/or its SubsidiariesParties; (f) any refinancing, restructuring (whether in the nature of a "work out" or otherwise), bankruptcy or insolvency proceeding involving any Company Party or Affiliates, including any refinancing or restructuring of this Agreement, the Company, any of its Subsidiaries Notes or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteInvestment Documents; (g) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this NotePurchaser by any Company Party or any other Person under the Investment Documents; or (h) any effort by the Holder Purchaser to protect, audit, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateralcollateral, including in connection with any case under Bankruptcy Laws; or (i) having counsel advise the Purchaser as to its rights and responsibilities, the perfection, protection or preservation of rights or interests under the Investment Documents, with respect to negotiations with any Company Party or its Affiliates or with other creditors of any Company Party or with respect to any proceeding under any Bankruptcy Law. The Company Parties hereby consent to the taking of the foregoing actions by the HolderPurchaser without conditions or restrictions.

Costs of Collection. The Company Parties jointly and severally agree Makers agrees to pay to the Holder all costs and expenses, including the reasonable fees and expenses of all any attorneys, accountants and other experts retained by the Holder, which are expended or incurred by or on behalf of the Holder following an Event of Default in connection with (a) the collection and enforcement of this NoteNote or the collection of any sums due hereunder, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced herebyNote; (c) the protection or preservation of any rights or remedies of the Holder under this Note; (d) any actions taken by the Holder in negotiating any amendment, waiver, consent or release of or under this Note; (e) any actions taken in reviewing the Companyany Maker's or any of its their respective Subsidiaries' financial affairs if any Default or Event of Default shall have occurred or the Holder shall have determined in good faith that a Default or an Event of Default may likely occurhas occurred, which actions shall includeincluding, but not be limited towithout limitation, the followingfollowing actions: (i) inspect the facilities of the Company any Maker and its any of their respective Subsidiaries or conduct audits or appraisals of the financial condition of the Company any Maker and its any of their respective Subsidiaries; (ii) have an accounting or other firm selected chosen by the Holder review the books and records of the Company any Maker and any of its their respective Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the Company's Makers’ and each of its their respective Subsidiaries' employees, attorneys, accountants, customers and any other Persons individuals related to the Company Makers or such their respective Subsidiaries which the Holder believes may have relevant information concerning the business, financial condition (financial or otherwise), results of operations or prospects of the Company or Makers and any of its their respective Subsidiaries; and (iv) undertake any other action which the Holder believes is necessary to assess accurately the financial condition and prospects of the Company and/or its Makers and any of their respective Subsidiaries; (f) the Holder's participation in any refinancing, restructuring (whether in the nature of a "work out" or otherwise)restructuring, bankruptcy or insolvency proceeding involving the Companyany Maker, any of its their respective Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this Noteany Maker; (g) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this Note; or (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateralcollateral, including in connection with any case under Bankruptcy Law. The Company Parties hereby consent to ; or (h) any refinancing or restructuring of this Note at the taking request or instigation of any Maker, including, without limitation, any restructuring in the foregoing actions by the Holdernature of a "work out" or in any insolvency or bankruptcy proceeding of any Maker.

Costs of Collection. The Company Parties jointly and severally agree to pay to the Holder Purchaser all costs and expenses, including the fees and expenses of all attorneys, accountants and other experts retained by the HolderPurchaser, which are expended or incurred by or on behalf of the Holder Purchaser in connection with (a) the collection and enforcement of this Notethe Obligations, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced herebyObligations; (c) the protection or preservation of any rights or remedies of the Holder Purchaser under this NoteAgreement or any other Investment Document; (d) any actions taken by the Holder Purchaser in negotiating any amendment, waiver, consent or release of or under this NoteAgreement, the Notes or any other Investment Document; (e) any actions taken in reviewing the Company's or any of its Subsidiaries' financial affairs if any Default or Event of Default shall have has occurred or the Holder shall have Purchaser has determined in good faith that a Default or an Event of Default may likely occur, which actions shall include, but not be limited to, to the following: (i) inspect the facilities of the Company and any of its Subsidiaries or conduct audits or appraisals of the financial condition of the Company and any of its Subsidiaries; (ii) have an accounting or other firm selected by the Holder Purchaser review the books and records of the Company and any of its Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the Company's Company and each any of its Subsidiaries' employees, attorneys, accountants, customers and any other Persons related to the Company or such Subsidiaries which the Holder Purchaser believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries; and (iv) undertake any other action which the Holder believes is necessary to assess accurately the financial condition and prospects of the Company and/or its Subsidiaries; (f) any refinancing, restructuring (whether in the nature of a "work out" or otherwise), bankruptcy or insolvency proceeding involving the Company, any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this Note; (g) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this Note; or (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with any case under Bankruptcy Law. The Company Parties hereby consent to the taking of the foregoing actions by the Holder.and

Costs of Collection. The Company Parties jointly and severally agree to pay to the Holder Purchaser on demand all fees, costs and expenses, expenses of every type and nature (including the all fees and expenses of all attorneys, accountants and other experts retained by the Holderand all due diligence, collateral review, appraisal, search, filing and recording fees and expenses) which are expended or incurred by or on behalf of the Holder Purchaser in connection with (a) the administration of the Investment Documents or the collection and enforcement of this Notethe Obligations, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced herebyObligations; (c) the protection or preservation of any rights rights, powers or remedies of the Holder Purchaser under this NoteAgreement or any other Investment Document; (d) any actions taken by the Holder Purchaser in negotiating any amendment, waiver, consent or release of or under this NoteAgreement, the Notes or any other Investment Document; (e) any actions taken in reviewing the Company's or any of its Subsidiaries' Company Parties’ financial affairs if any Default or Event of Default shall have occurred or the Holder shall have determined in good faith that a Default or an Event of Default may likely occuraffairs, which actions shall include, but not be limited to, the following: include (i) inspect inspecting the facilities of the any Company and its Subsidiaries Party or conduct conducting audits or appraisals of the financial condition of the any Company and its SubsidiariesParty; (ii) have having an accounting or other firm selected by the Holder Purchaser review the books and records of the any Company and any of its Subsidiaries Party and perform a thorough and complete examination thereof; (iii) interview interviewing the Company's and each of its Subsidiaries' Company Parties’ employees, attorneys, accountants, customers and any other Persons related to the Company or such Subsidiaries Parties which the Holder Purchaser believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of any of the Company or any of its SubsidiariesParties; and (iv) undertake undertaking any other action which the Holder believes Purchaser believe is necessary to assess accurately the financial condition and prospects of the Company and/or its SubsidiariesParties; (f) any refinancing, restructuring (whether in the nature of a "“work out" ” or otherwise), bankruptcy or insolvency proceeding involving any Company Party or Affiliates, including any refinancing or restructuring of this Agreement, the Company, any of its Subsidiaries Notes or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteInvestment Documents; (g) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this NotePurchaser by any Company Party or any other Person under the Investment Documents; or (h) any effort by the Holder Purchaser to protect, audit, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateralcollateral, including in connection with any case under Bankruptcy Laws; or (i) having counsel advise the Purchaser as to its rights and responsibilities, the perfection, protection or preservation of rights or interests under the Investment Documents, with respect to negotiations with any Company Party or its Affiliates or with other creditors of any Company Party or with respect to any proceeding under any Bankruptcy Law. The Company Parties hereby consent to the taking of the foregoing actions by the HolderPurchaser without conditions or restrictions.

Costs of Collection. The Company Parties jointly and severally agree agrees to pay to the Holder all fees, costs and expenses, including the fees and expenses of all any attorneys, accountants and other experts retained by the Holder, which are expended or incurred by or on behalf of the Holder in connection with (a) the collection administration and enforcement of this Notethe Notes and the other Obligations or the collection of any sums due thereunder, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note the Notes or the Indebtedness evidenced herebyany other Obligations; (c) the protection or preservation of any rights or remedies of the Holder under this NoteAgreement, the Notes or any other Related Agreement; (d) any actions taken by the Holder in negotiating any amendment, waiver, consent or release of or under this NoteAgreement, the Notes or any other Related Agreement; (e) any actions taken in reviewing the Company's ’s or any of its Subsidiaries' ’ financial affairs if any Default or an Event of Default shall have has occurred or the Holder shall have has determined in good faith that a Default or an Event of Default may likely occur, which actions shall include, but not be limited to, including the followingfollowing actions: (i) inspect the facilities of the Company and any of its Subsidiaries or conduct audits or appraisals of the financial condition of the Company and any of its Subsidiaries; (ii) have an accounting or other firm selected chosen by the Holder review the books and records of the Company and any of its Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the Company's ’s and each of its Subsidiaries' ’ employees, attorneys, accountants, customers and any other Persons individuals related to the Company or such its Subsidiaries which the Holder believes may have relevant information concerning the business, financial condition (financial or otherwise), results of operations or prospects of the Company or and any of its Subsidiaries; and (iv) undertake any other action which the Holder believes is necessary to assess accurately the financial condition and prospects of the Company and/or and any of its Subsidiaries; (f) the Holder’s participation in any refinancing, restructuring (whether in the nature of a "work out" or otherwise)restructuring, bankruptcy or insolvency proceeding involving the Company, any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteCompany; (g) verifying, maintaining, or perfecting any actions taken to verify, maintain, perfect and protect any security interest or other Lien granted to the Holder to secure repayment of this Notein any collateral; or (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with any case under Bankruptcy Law. The Company Parties hereby consent to ; or (i) any refinancing or restructuring of this Agreement, the taking Notes or any other Related Agreement, including any restructuring in the nature of the foregoing actions by the Holdera “work out” or in any insolvency or bankruptcy proceeding.

Costs of Collection. The Company Parties jointly and severally agree Borrower agrees to pay to the Holder all costs and expenses, including the fees and expenses of all attorneys, accountants and other experts retained by the Holder, which are expended or incurred by or on behalf of the Holder in connection with (a) the collection and enforcement of this Note, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced hereby; (c) the protection or preservation of any rights or remedies of the Holder under this Note; (d) any actions taken by the Holder in negotiating negotiation, preparation, execution and delivery of any amendment, waiver, consent or release of relating to or under this Note; (e) any actions taken in reviewing the Company's business or financial affairs of the Company or any of its Subsidiaries' financial affairs Subsidiaries if any Default or Event of Default shall have has occurred or the Holder shall have has determined in good faith that a Default or an Event of Default may likely occur, which actions shall include, but not be limited to, include the following: (i) inspect the facilities of the Company and Borrower or any of its Subsidiaries or conduct audits or appraisals of the financial condition of the Company Borrower and any of its Subsidiaries; (ii) have an accounting or other firm selected by the Holder review the books and records of the Company Borrower and any of its Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the CompanyBorrower's and each of its Subsidiaries' employees, attorneys, accountants, customers and any other Persons related to the Company Borrower or such Subsidiaries which the Holder believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries; and (iv) undertake any other action which the Holder believes is necessary to assess accurately the financial condition and prospects of the Company and/or Borrower and any of its Subsidiaries; (f) any refinancing, restructuring (whether in the nature of a "work out" or otherwise), bankruptcy or insolvency proceeding involving the CompanyBorrower, any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise Borrower securing the payment and performance of this Note; (g) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this NoteHolder; or (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with any case under Bankruptcy Law. The Company Parties Borrower hereby consent consents to the taking of the foregoing actions by the HolderHolder (provided, however, that, with respect to clause (e)(iii) above, the Borrower will not be required to produce any document or disclose material to the Holder which would otherwise be expressly protected from production or disclosure by any attorney-client or accountant-client privilege existing under Applicable Law, unless waived by the Borrower).

Costs of Collection. The Company Parties jointly and severally agree Group agrees to pay to the Holder all costs and expenses, including the reasonable fees and expenses of all any attorneys, accountants and other experts retained by the Holder, which are expended or incurred by or on behalf of the Holder in connection with (a) the collection and enforcement of this Noteeither Note or the collection of any sums due thereunder following an Event of Default, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this a Note or the Indebtedness evidenced herebyfollowing an Event of Default; (c) the protection or preservation of any rights or remedies of the Holder under this Notethe Notes; (d) any actions taken by the Holder in negotiating any amendment, waiver, consent or release of or under this either of the Note; (e) any actions taken in reviewing the Company's or any of its SubsidiariesAffiliates' financial affairs if any a Default or Event of Default shall have occurred or the Holder shall have determined in good faith that a Default or an Event of Default may likely occurhas occurred, which actions shall includeincluding, but not be limited towithout limitation, the followingfollowing actions: (i) inspect the facilities of the Company GFN (US) and any of its Subsidiaries or conduct audits or appraisals of the financial condition of the Company and any of its SubsidiariesAffiliates; (ii) have an accounting or other firm selected chosen by the Holder review the books and records of the Company and any of its Subsidiaries Affiliates and perform a thorough and complete examination thereof; (iii) interview the Company's and each of its SubsidiariesAffiliates' employees, attorneys, accountants, customers and any other Persons individuals related to the Company or such Subsidiaries its Affiliates which the Holder believes may have relevant information concerning the business, financial condition (financial or otherwise), results of operations or prospects of the Company or and any of its Subsidiaries; and (iv) undertake any other action which the Holder believes is reasonably necessary to assess accurately the financial condition and prospects of the Company and/or and any of its SubsidiariesAffiliates; (f) the Holder's participation in any refinancing, restructuring (whether in the nature of a "work out" or otherwise)restructuring, bankruptcy or insolvency proceeding involving the Company, any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this NoteCompany; (g) creating, verifying, maintaining or perfecting any actions taken to verify, maintain, perfect and protect any security interest or other Lien granted to the Holder to secure repayment of this Notein any Collateral; or (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with any case under Bankruptcy Law. The Company Parties hereby consent to the taking ; or (i) any refinancing or restructuring of either of the foregoing actions by Notes, including, without limitation, any restructuring in the Holdernature of a "work out" or in any insolvency or bankruptcy proceeding of the Company or any of its Affiliates.

Costs of Collection. The Company Parties jointly and severally agree agrees to pay to the Holder all costs and expenses, including the fees and expenses of all attorneys, accountants and other experts retained by the Holder, which are expended or incurred by or on behalf of the Holder in connection with (a) the collection and enforcement of this Note, whether or not any action, suit or other proceeding is commenced; (b) any actions for declaratory relief in any way related to this Note or the Indebtedness evidenced hereby; (c) the protection or preservation of any rights or remedies of the Holder under this Note; (d) any actions taken by the Holder in negotiating negotiation, preparation, execution and delivery of any amendment, waiver, consent or release of relating to or under this Note; (e) any actions taken in reviewing the Company's business or financial affairs of the Company or any of its Subsidiaries' financial affairs Subsidiaries if any Default or Event of Default shall have has occurred or the Holder shall have has determined in good faith that a Default or an Event of Default may likely occur, which actions shall include, but not be limited to, include the following: (i) inspect the facilities of the Company and or any of its Subsidiaries or conduct audits or appraisals of the financial condition of the Company and any of its Subsidiaries; (ii) have an accounting or other firm selected by the Holder review the books and records of the Company and any of its Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the Company's and each of its Subsidiaries' employees, attorneys, accountants, customers and any other Persons related to the Company or such Subsidiaries which the Holder believes may have relevant information concerning the business, condition (financial or otherwise), results of operations or prospects of the Company or any of its Subsidiaries; and (iv) undertake any other action which the Holder believes is necessary to assess accurately the financial condition and prospects of the Company and/or and any of its Subsidiaries; (f) any refinancing, restructuring (whether in the nature of a "work out" or otherwise), bankruptcy or insolvency proceeding involving the Company, any of its Subsidiaries or any other Affiliate of the Company that is guarantying or otherwise securing the payment and performance of this Note; (g) any actions taken to verify, maintain, perfect and protect any Lien granted to the Holder to secure repayment of this NoteHolder; or (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with any case under Bankruptcy Law. The Company Parties hereby consent consents to the taking of the foregoing actions by the HolderHolder (PROVIDED, HOWEVER, that, with respect to clause (e)(iii) above, the Company will not be required to produce any document or disclose material to the Holder which would otherwise be expressly protected from production or disclosure by any attorney-client or accountant-client privilege existing under Applicable Law, unless waived by the Company).