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 (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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; 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 and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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) 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 Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n)Borrower, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k)payable. In addition, 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 if an Event of Default occurs is shall have occurred and be continuing, the Conversion Date (as defined in Section 3.1 hereof), or (c) Holder may exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement Note or applicable lawlaw 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 Interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMakers; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m2.1(j) or (nk), the outstanding principal balance and accrued interest Interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereofpayable, (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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Optional 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, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) in Sections 2.1 (l), (m2.1(j) or (n)k) above, the outstanding principal balance and accrued interest hereunder shall be automatically become immediately due and payable and (ii) in Sections 2.1 2.1(b)-(i) and (c)-(k)l) –(m) above, the Holder, in its sole and absolute discretion, may (a) demand the prepayment of this Note pursuant to Section 3.7 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price the Conversion Price per share calculated on the Trading Day immediately preceding the date the Holder demands conversion 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)this clause, or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n)above, the outstanding principal balance Holder, in its sole and accrued interest hereunder shall be automatically due and payable and absolute discretion, may (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereof, (ba) 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 a conversion price the Conversion Price per share calculated on the Trading Day immediately preceding the date the Holder demands conversion 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)this clause, or (cb) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this NoteNote (including, if applicable, pursuant to Section 3.7 hereof), the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. No notice or other action of Holder shall be required in the case of an Event of Default set forth in Sections 2.1(h) or (i), and, in such event, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option option, (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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(kb)-(i), 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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred occurs (other than an event with respect to the Borrower described in Sections 7.01(h) or 7.01(i)), and shall be continuing, the Holder of this Note may at any time thereafter during the continuance of such event, the Administrative Agent may, and at its option the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times, and any other remedies available to the Administrative Agent under this Agreement: (ai) terminate the Commitments (including the Letter of Credit Commitments), and thereupon the Commitments shall terminate immediately, and (ii) declare the entire unpaid Loans then outstanding to be due and payable in whole (or in part, in which case any principal balance not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of this Note, together with all interest accrued hereon, the Loans so declared to be due and payable, together with accrued interest thereon and thereuponall fees and other Obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in Sections 7.01(h) or 7.01(i), the same Commitments shall be accelerated automatically terminate and so the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest, protest or noticeother notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; 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 and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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 otherwiseBorrower.

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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n)above, the outstanding principal balance Holder, in its sole and accrued interest hereunder shall be automatically due and payable and absolute discretion, may (iia) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price the Conversion Price per share calculated on the Trading Day immediately preceding the date the Holder demands conversion 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)this clause, or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. (a) If an any Event of Default shall have has occurred and shall be is continuing, then, and in any such event, the Holder Agent may, acting upon the instruction of Holders collectively owed more than 50% of the aggregate principal amount outstanding under all Notes at such time, by notice to the Borrower, declare all outstanding principal of this Note may at any time at its option (aand all accrued and unpaid Interest thereon, including Cash Interest and PIK Interest) declare the entire unpaid and all other amounts owing under this Note to be forthwith due and payable in cash, whereupon all outstanding principal balance of this Note, together with all interest such accrued hereon, due and payable, unpaid Interest and thereupon, the same shall all such other amounts will become and be accelerated and so forthwith due and payable, without presentment, demand, protest, notice of acceleration, notice of intent to accelerate, or noticefurther notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the MakerBorrower; provided, however, that upon the occurrence of an if any Event of Default described in (iunder Section 9.1(d) Sections 2.1 (l)occurs, (m) or (n), the all outstanding principal balance of this Note, all accrued and accrued interest hereunder shall unpaid Interest thereon and all other amounts owing under this Note will automatically become and be automatically due and payable and (ii) Sections 2.1 (c)-(k)payable, demand without presentment, demand, protest, notice of acceleration, notice of intent to accelerate or any notice of any kind, all of which are hereby expressly waived by the prepayment Borrower. For the avoidance of this Note pursuant to Section 3.7 hereofdoubt, (b) demand that the principal amount of this Note then outstanding (and all accrued and unpaid interest thereon shall Interest thereon, including PIK Interest) will be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that paid no later than the date that day preceding 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 fifth anniversary of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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 otherwiseIssue Date.

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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; 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 and (ii) Sections 2.1 (c)-(ka)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuingcontinuing for more than thirty (30) consecutive days following the Company’s receipt of Payee’s notice describing in reasonable detail the occurrence of an Event of Default, the Holder Payee of this Note may at any time at its option 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 (i) Sections 4(f) and (g), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n)Company, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable payable, and (ii) Sections 2.1 4(a) through (c)-(ke), the Payee may demand the prepayment of this Note pursuant to Section 3.7 6 hereof, ; or (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's Payee’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement Note or applicable law. 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 option, (a) pursuant to Section 3.7(a) hereof, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, Note due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(kb)-(i), the Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price Conversion Price per share calculated pursuant to Section Sections 3.1 and 3.4 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. Upon the occurrence of an Event of Default, the Maker will pay interest to the Holder, payable on demand, on the outstanding principal balance of the Note from the date of the Event of the Default until such Event of Default is cured at the rate equal to the lesser of ten percent (10%) and the maximum applicable legal rate per annum. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(ka)-(i), (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 and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable 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 further amount as shall be sufficient to cover the cost and the expenses of collection, including, without limitation, reasonable attorney’s fees, expenses and disbursements. 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 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; 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 and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereofCompany, (b) subject to Section 3.1(c) hereof, demand that the principal amount 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 Conversion Price (as defined in Section 3.2 below) per share calculated pursuant to Section 3.1 hereof 3.1(b) below, assuming that the date that the Event of Default occurs is the Conversion Date (as defined Date, and demand that all accrued and unpaid interest under this Note shall be converted into shares of Common Stock in accordance with Section 3.1 3.2 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, the Purchase Agreement, the Registration Rights Agreement other Transaction Documents or applicable law. 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 all or a portion of the entire unpaid principal balance of this the Principal Amount and all Interest accrued but unpaid thereon of the Note, together with and all interest accrued hereonother amounts owing or payable hereunder or under any Transaction Document, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerCompany; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mSection 2.1(d) or 2.1(e) (nin the case of Section 2.1(e) upon the expiration of the 60-day period mentioned therein), the outstanding principal balance Principal Amount and all Interest accrued interest but unpaid in respect of this Note, and all other amounts owing or payable hereunder or under any Transaction Document, shall be automatically due and payable payable, and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement other Transaction Document or applicable law. 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 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; 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 and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereofCompany, (b) demand that the principal amount Principal Amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock Stock”) at a conversion price Conversion Price (as defined in Section 3.2 below) per share calculated pursuant to Section 3.1 hereof 3.1(b) below, assuming that the date that the Event of Default occurs is the Conversion Date (as defined Date, and demand that all accrued and unpaid interest under this Note shall be converted into shares of Common Stock in accordance with Section 3.1 3.2 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, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m2.01(q) or (nr), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereofpayable, (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 Conversion Price per share calculated pursuant to Section 3.1 3.01 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 3.01 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, the Purchase Agreement, the Registration Rights Agreement Security Documents or applicable law. 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) 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mh) or (ni), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(kb)-(g), the Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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) 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; providedPROVIDED, howeverHOWEVER, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mh) or (ni), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(ka)-(g), (j) and (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 and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price 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 rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, howeverhowever , that upon the occurrence of an Event of Default described above, the Holder, in its sole and absolute discretion, may (i) Sections 2.1 (l), (m) or (n), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount Principal of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price the Conversion Price per share calculated on the Trading Day immediately preceding the date the Holder demands conversion 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)this clause, or (cii) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Subscription Agreement, the Registration Rights Agreement other Transaction Documents or applicable law; provided; further, that upon the occurrence of an Event of Default described in clauses (j) or (k) of Section 3.1, the entire unpaid principal balance of this Note, together with all interest accrued hereon, shall automatically become due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker. 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 (i) Sections 5(e) and (f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n)Company, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable payable, and (ii) Sections 2.1 5(a) through (c)-(kd), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) Holder may exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement Note or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Notwithstanding the foregoing, Xxxxxx agrees that its rights and remedies hereunder are limited to receipt of cash or shares of the Company’s equity securities, at the Holder’s option, in the amounts described herein.

Remedies Upon an Event of Default. If an any Event of Default shall have occurred and shall be continuing, the Holder of this Note Lender may at by notice to any time at its option Loan Party (ai) declare the entire unpaid principal balance commitment of this Notethe Lender to make Loans hereunder to be terminated, together with whereupon the same shall forthwith terminate, (ii) sell or dispose of the Loans in a commercially reasonable manner and/or (iii) declare any or all of the Loans, all interest thereon, any accrued hereon, and unpaid fees and all other amounts payable hereunder or in respect of such Loans to be forthwith due and payable, whereupon they shall become and thereupon, the same shall be accelerated and so forthwith due and payable, without presentment, demand, protest, or noticefurther notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by each Loan Party and each of their respective Subsidiaries. Notwithstanding the Maker; providedforegoing, however, that upon the occurrence of an any Event of Default described in (i) Sections 2.1 (l), (m8.01(i) or (n)j) above, the outstanding principal balance commitment of the Lender to make Loans shall automatically be terminated and accrued the Loans, all interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding thereon and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined fees and all other amounts payable hereunder or in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more respect of the Holder's rightsLoans shall immediately become due and payable, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay without any requirement on the part of the Holder shall operate as a waiver thereof Lender to give notice, or otherwise prejudice make declaration, of any kind regarding such Event of Default and without presentment, demand, protest or any other requirement on the right part of the Holder. No remedy conferred Lender, all of which are hereby shall be exclusive expressly waived by each Loan Party and each of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwisetheir respective Subsidiaries.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mf) or (ng), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(kb)-(e), demand the prepayment of this Note pursuant to Section 3.7 hereof, or (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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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 Lender's Agent on behalf of the Holder of this Note may at any time at its option 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, without presentmentPROVIDED, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, howeverHOWEVER, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) 3.1.2 or (n)3.1.3 above, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereof, and/or (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement 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. 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 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mk) or (nl), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(ka)-(j) and 2.1(m)-(o), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) subject to Section 3.4 hereof, demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof)) and demand that all accrued and unpaid interest under this Note shall be converted into shares of Common Stock in accordance with Section 1.2 hereof, or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement Agreement, other Transaction Document or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Trading Day of the occurrence of such Event of Default, notify the Holders of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. If an Event of Default shall have occurred and shall be continuing, the Agent, at any time prior to the full release of the security interest in the Collateral, and thereafter, the Holder of this Note H Note, after receiving a written notice from the Holders of at least two thirds of the combined principal amount of the then outstanding H Notes, including the H Notes that have been issued by way of payment of interest in kind and the H Notes issuable upon exercise of the warrants for the purchase of additional H Notes (for clarity, the underlying H Notes of unexercised warrants for the purchase of additional H Notes will be considered outstanding for purposes of this section) declaring that an Event of Default has occurred and that the Holders may exercise their rights under this Section 2.2, may at any time may at its option (a) any time declare the entire unpaid principal balance of this H Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n)above, the outstanding principal balance Agent, at any time prior to the full release of the security interest in the Collateral, and accrued interest hereunder shall be automatically due thereafter, the Holder, in each case in its sole and payable and absolute discretion, may: (iia) Sections 2.1 (c)-(k), demand the prepayment redemption of this H Note pursuant to Section 3.7 3.5(a) hereof, ; (b) demand that the principal amount of this H Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price the Conversion Price per share calculated on the Trading Day immediately preceding the date the Holder demands conversion 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), this clause; or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this H Note, the Purchase Agreement, the Registration Rights Agreement other Transaction Documents or applicable law; provided, further, however, that upon the occurrence of an Event of Default described in clauses (k) or (l), the entire unpaid principal balance of the H Notes, together with all interest accrued hereon, shall automatically become due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker. No course of delay on the part of the Agent or Holder shall operate as a waiver thereof or otherwise prejudice the right rights of the Agent or Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Prior to the full release of the security interest in the Collateral, all payments received by Holder in respect of the Collateral shall be received in trust on behalf of the Agent for the benefit of all Holders of G Notes, H Notes and I Notes, shall be segregated from other funds of Holder, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement). For purposes of this Note, the term “I Notes” shall mean those Senior Secured Convertible Promissory Notes of the Maker, issued pursuant to that certain Securities Purchase Agreement, dated March 28, 2012 (the “2012 Purchase Agreement”), including any additional Senior Secured Convertible Promissory Notes issued in kind or upon exercise of those debt warrants issued pursuant to the 2012 Purchase Agreement.”

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (n)k) above, the outstanding principal balance and balance, accrued interest due hereunder and the Make-Whole Payment shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereofpayable, (b) demand that the principal amount of this Note then outstanding and outstanding, all accrued and unpaid interest thereon and the Make-Whole Payment shall be converted into shares of Common Stock at a conversion price the Conversion Price per share calculated on the Trading Day immediately preceding the date the Holder demands conversion 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)this clause, or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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 Payee of this Note may at any time at its option option, (aa)declare, by providing the Company with not less than five (5) declare days prior written notice, the entire unpaid principal balance of this Note, Note together with all interest accrued and unpaid hereon, due and payable, and thereuponupon the Company’s receipt of such notice, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 4(f) and (g), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n)Company, the outstanding principal balance and accrued and unpaid interest hereunder shall be automatically immediately due and payable payable, and (ii) Sections 2.1 4(a) through (c)-(ke), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) 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, the Purchase Agreement, the Registration Rights Agreement Note or applicable law. No course of delay on the part of the Holder Payee shall operate as a waiver thereof or otherwise prejudice the right of the HolderPayee. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Notwithstanding anything to the contrary contained in this Note, Payee agrees that its rights and remedies hereunder are limited to receipt of cash in the amounts described herein.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m2.1(j) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 2.1(b)-(i), (c)-(kl), (m), (n), or (o), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), (c) appoint a majority of the members of the entire board of directors of the Maker, or (cd) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement Security Agreement, or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. In connection with the Holder's exercise of any of its remedies hereunder, the Maker shall use its best efforts to cooperate with the Holder to the end that the Holder's rights hereunder will be effectuated.

Remedies Upon an Event of Default. If an Event of ------------------------------------ Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that -------- ------- upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(kb)-(i), (l), (m) and (n), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, and if the Holder Company does not cure such Event of this Note Default within thirty (30) days of receiving written notice from the Lender to the Company describing such Event of Default, the Lender may at any time at its option option, (a) declare declare, by providing the entire unpaid principal balance of this NoteCompany with not less than ten (10) days prior written notice, together with all the Principal Balance plus accrued interest accrued hereon, due and payable, and thereuponupon the Company’s receipt of such notice, the same shall be accelerated and so due and payable; provided, however, that upon the occurrence of an Event of Default described in (i) Section 7(d), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n)Company, the outstanding principal balance and Principal Balance plus accrued interest hereunder shall be automatically immediately due and payable payable, and (ii) Sections 2.1 7(a) through (c)-(kc), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) Lender may exercise or otherwise enforce any one or more of the Holder's Lender’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder Lender shall operate as a waiver thereof or otherwise prejudice the right of the HolderLender. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Notwithstanding anything to the contrary contained in this Agreement, Lender agrees that its rights and remedies hereunder are limited to receipt of cash or shares of the Company’s common stock in the amounts described herein.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (ma)(iii) or (niv), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(ka)(i)-(ii), Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (cb) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable 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 further amount as shall be sufficient to cover the cost and the expenses of collection, including, without limitation, reasonable attorney’s fees, expenses and disbursements. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder Holders holding at least two-thirds of this Note may the principal amount of the then outstanding Notes (including Notes that have been issued as payment in kind) may, at any time time, at its their option (a) declare the entire unpaid principal balance of this Notethe Notes, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon following such a declaration made in the occurrence of an Event of Default described manner and by the Holders contemplated above, each Holder may, in (i) Sections 2.1 (l)its sole and absolute discretion, (ma) or (n), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment redemption of this Note the Notes pursuant to Section 3.7 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that the principal amount of this Note the Notes then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price the Conversion Price per share calculated on the Trading Day immediately preceding the date the Holders demand conversion 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)this clause, or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Notethe Notes, the Purchase Agreement, the Registration Rights Agreement other Transaction Documents or applicable law; provided, further, however, that upon the occurrence of an Event of Default described in clauses (k) or (l), the entire unpaid principal balance of the Notes, together with all interest accrued hereon, shall automatically become due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker. No course of delay on the part of one or more Holders required pursuant to the Holder terms hereof shall operate as a waiver thereof or otherwise prejudice the right rights of the HolderHolder(s). No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.”

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder Payee 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 (i) Sections 8(e) and (f), without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n)Company, the outstanding principal balance and accrued interest hereunder shall be automatically due and payable payable, and (ii) Sections 2.1 8(a) through (c)-(kd), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) Payee may exercise or otherwise enforce any one or more of the HolderPayee's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement Note or applicable law. 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 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m2.1(h) or (ni), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 2.1(b)-(g), or (c)-(kj)-(l), 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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), (c) appoint a majority of the members of the entire board of directors of the Maker, or (cd) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Placement Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. In connection with the Holder's exercise of any of its remedies hereunder, the Maker shall use its best efforts to cooperate with the Holder to the end that the Holder's rights hereunder will be effectuated.

Remedies Upon an Event of Default. If an Event of Default Default, with respect to each applicable Note, 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 the Principal Amount and all Interest accrued but unpaid thereon of each applicable Note, together with and all interest accrued hereonother amounts owing or payable hereunder or under any Transaction Document, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerCompany; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mSection 2.1(g) or 2.1(h) (nin the case of Section 2.1(h) upon the expiration of the 60-day period mentioned therein), the outstanding principal balance Principal Amount and all Interest accrued interest but unpaid thereon of each applicable Note, and all other amounts owing or payable hereunder or under any Transaction Document, shall be automatically due and payable payable, and (ii) Sections 2.1 (c)-(k), 2.1(a)-(f) and 2.1(i) demand the prepayment of this each applicable Note pursuant to Section 3.7 hereof3.6, (b) subject to Section 3.4, demand that the principal amount of this Note then outstanding Principal Amount and all Interest accrued but unpaid thereon of each applicable Note, and unpaid interest thereon all other amounts owing or payable hereunder or under any Transaction Document, then-outstanding shall be converted into shares of Common Stock at a conversion price 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 hereof3.1), or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement any other Transaction Document or applicable law. If the entire unpaid balance of the Principal Amount, together with accrued and unpaid Interest thereon, is not paid when due at maturity, whether on the Maturity Date or any earlier date as a result of acceleration of the applicable Note(s) pursuant to the terms hereof, then interest shall accrue on the outstanding Principal Amount from the date of such Event of Default at the rate of 18% per annum. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m2.1(h) or (ni), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 2.1(b)-(g), or (c)-(kj)-(l), 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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), (c) appoint a majority of the members of the entire board of directors of the Maker, or (cd) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. In connection with the Holder's exercise of any of its remedies hereunder, the Maker shall use its best efforts to cooperate with the Holder to the end that the Holder's rights hereunder will be effectuated.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(kb)-(i), 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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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) option, upon delivery of written notice to the Maker, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) in Sections 2.1 (l), (m2.1(j) or (n)k) above, the outstanding principal balance and accrued interest hereunder shall be automatically immediately due and payable and without notice or demand of any kind, (ii) in Sections 2.1 2.1(b)-(i) and (c)-(k)l) above, the Holder, in its sole and absolute discretion, may (a) demand the prepayment of this Note pursuant to Section 3.7 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that all or a portion of the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted in accordance with Article III hereof into shares of Common Stock at a conversion price per share calculated pursuant Conversion Price equal to Section 3.1 hereof assuming that the lesser of (A) the Conversion Price on the date that of such demand or (B) 85% of the Event lowest VWAP for the 10 Trading Days preceding the date of Default occurs is such demand, with all accrued and unpaid interest on such principal amount to be paid to the Conversion Date (as defined Holder in Section 3.1 hereof)cash, or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable lawlaw and (iii) in the case of any Event of Default arising pursuant to Section 2.1(a) above, no acceleration shall be effective unless the Maker shall have been given at least two (2) business days’ prior written notice of such acceleration and opportunity to cure such Event of Default during such two (2) business day period. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Trading Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. If an Event of Default shall have occurred and shall be continuing, the Holder Holders holding at least two-thirds of this Note may the principal amount of the then outstanding [B/C/D/E] Notes (including [B/C/D/E] Notes that have been issued by way of payment in kind) may, at any time time, at its their option (a) declare the entire unpaid principal balance of this Notethe [B/C/D/E] Notes, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon following such a declaration made in the occurrence of an Event of Default described manner and by the Holders contemplated above, each Holder may, in (i) Sections 2.1 (l)its sole and absolute discretion, (ma) or (n), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment redemption of this Note the [B/C/D/E] Notes pursuant to Section 3.7 3.6(a) hereof, (b) demand that the principal amount of this Note the [B/C/D/E] Notes then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price the Conversion Price per share calculated on the Trading Day immediately preceding the date the Holders demand conversion 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)this clause, or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement other Transaction Documents or applicable law; provided, further, however, that upon the occurrence of an Event of Default described in clauses (k) or (l), the entire unpaid principal balance of the [B/C/D/E] Notes, together with all interest accrued hereon, shall automatically become due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker. No course of delay on the part of one or more Holders required pursuant to the Holder terms hereof shall operate as a waiver thereof or otherwise prejudice the right rights of the HolderHolder(s). No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.”

Remedies Upon an Event of Default. If 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 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 payablepayable the following: (i) the entire unpaid principal balance of this Note multiplied by two (2) and (ii) all interest accrued hereon, which amounts shall be payable without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, howeverthat, that upon no notice or declaration of acceleration by the occurrence Holder shall be required in case of an Event of Default described in (i) Sections 2.1 (l), (mSection 2.1(j) or (n)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 and (iisubject to payment in full of the Platinum Notes) Sections 2.1 ; or (c)-(k), b) demand the immediate prepayment of this Note pursuant to Section 3.7 hereofat the Prepayment Price. In addition, (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 on or after the date that all obligations under the Event of Default occurs is Platinum Agreements have been satisfied, the Conversion Date (as defined in Section 3.1 hereof), or (c) Holder may exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable lawTransaction 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 option, (a) declare the entire unpaid principal balance of this Note, together with all interest Interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMakers; provided, howeverhowever , that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m2.1(j) or (n)k) , the outstanding principal balance and accrued interest Interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereofpayable, (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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Optional 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, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If (a) Upon the occurrence of (i) any Event of Default under Sections 2.1(a), 2.1(j) or 2.1(k) hereof, (ii) any Event of Default resulting from the Company’s failure to comply with Section 7.1(c) of the Purchase Agreement that has not been remedied within two (2) Business Days of written notice thereof, or (iii) any other Event of Default that has not been remedied within ten (10) Business Days of written notice thereof, the Maker shall pay interest on the Outstanding Principal Amount hereunder at an interest rate per annum at all times equal to the lesser of eighteen percent (18%) per annum and the maximum rate permitted under applicable law (with such interest accruing from the date such Event of Default occurred) and, in addition, if any Event of Default has occurred under Sections 2.1(a), 2.1(j) or 2.1(k) hereof (including, without limitation, an Event of Default under Section 2.1(a) arising as a result of an acceleration of all or any portion of the amounts owing under this Note), the Maker shall have occurred be obligated to pay to the Holder the Mandatory Default Amount, which Mandatory Default Amount shall be earned by the Holder on the date the Event of Default giving rise thereto occurs and shall be 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; 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 and (ii) Sections 2.1 (c)-(k)on the earlier to occur of the Maturity Date, demand the upon conversion, redemption or prepayment of this Note pursuant to Section 3.7 or the date on which all amounts owing hereunder have been accelerated in accordance with the terms hereof, (b) demand that the principal amount of this Note then outstanding and all accrued . Accrued and unpaid interest thereon (including interest on past due interest) shall be converted into shares of Common Stock at a conversion price per share calculated pursuant due and payable upon demand. The Company acknowledges that there shall be no cure period or notice required with respect to Section 3.1 hereof assuming that the date that the any Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereofunder Sections 2.1(a), 2.1(j) or (c2.1(k) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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 otherwisehereof.

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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; 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 and (ii) Sections 2.1 (c)-(kd)-(k), 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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 3.2(a) hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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 then, and in every such event (other than an event described in clause (f) or (g) of this Note may Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at its option the request of the Required Lenders shall, by notice to the Borrower, take some or all of the following actions, at the same or different times: (ai) declare the entire unpaid Loans then outstanding to be due and payable in whole (or in part, in which case any principal balance not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of this Note, together with all interest accrued hereon, the Loans so declared to be due and payable, together with accrued interest thereon and thereuponall reasonable fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and (ii) exercise any other rights or remedies provided under this Agreement or any other Loan Document, or any other right or remedy available by law or equity; and in case of any event described in clause (f) or (g) of Section 7.01, the same principal of the Loans then outstanding, together with accrued interest thereon and all reasonable fees and other obligations of the Borrower accrued hereunder, shall be accelerated and so automatically become due and payable, without presentment, demand, protest, protest or noticeother notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; 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 and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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 otherwiseBorrower.

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) pursuant to Section 3.7(a) hereof, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, Note due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(kb)-(i), the Holder may demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price Conversion Price per share calculated pursuant to Section Sections 3.1 and 3.4 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement other Transaction Documents or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. Upon the occurrence of any Event of Default, the Maker shall, as promptly as possible but in any event within one (1) Trading Day of the occurrence of such Event of Default, notify the Holder of the occurrence of such Event of Default, describing the event or factual situation giving rise to the Event of Default and specifying the relevant subsection or subsections of Section 2.1 hereof under which such Event of Default has occurred. If an Event of Default shall have occurred and shall be continuing, the Agent, at any time prior to the full release of the security interest in the Collateral, and thereafter, the Holder of this Note G Note, after receiving a written notice from the Holders of at least two thirds of the combined principal amount of the then outstanding G Notes, including the G Notes that have been issued by way of payment of interest in kind and the G Notes issuable upon exercise of the warrants for the purchase of additional G Notes (for clarity, the underlying G Notes of unexercised warrants for the purchase of additional G Notes will be considered outstanding for purposes of this section) declaring that an Event of Default has occurred and that the Holders may exercise their rights under this Section 2.2, may at any time at its option (a) declare the entire unpaid principal balance of this G Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n)above, the outstanding principal balance Agent, at any time prior to the full release of the security interest in the Collateral, and accrued interest hereunder shall be automatically due thereafter, the Holder, in each case in its sole and payable and absolute discretion, may: (iia) Sections 2.1 (c)-(k), demand the prepayment redemption of this G Note pursuant to Section 3.7 3.5(a) hereof, ; (b) demand that the principal amount of this G Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price the Conversion Price per share calculated on the Trading Day immediately preceding the date the Holder demands conversion 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), this clause; or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this G Note, the Purchase Agreement, the Registration Rights Agreement other Transaction Documents or applicable law; provided, further, however, that upon the occurrence of an Event of Default described in clauses (k) or (l), the entire unpaid principal balance of the G Notes, together with all interest accrued hereon, shall automatically become due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker. No course of delay on the part of the Agent or Holder shall operate as a waiver thereof or otherwise prejudice the right rights of the Agent or Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Prior to the full release of the security interest in the Collateral, all payments received by Holder in respect of the Collateral shall be received in trust on behalf of the Agent for the benefit of all Holders of G Notes, H Notes and I Notes, shall be segregated from other funds of Holder, and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement). For purposes of this G Note, the term “I Notes” shall mean those Senior Secured Convertible Promissory Notes of the Maker, issued pursuant to that certain Securities Purchase Agreement, dated March 28, 2012 (the “2012 Purchase Agreement”), including any additional Senior Secured Convertible Promissory Notes issued in kind or upon exercise of those debt warrants issued pursuant to the 2012 Purchase Agreement.”

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (n)k) above, the outstanding principal balance and balance, accrued interest due hereunder and the Make-Whole Payment shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereofpayable, (b) demand that the principal amount of this Note then outstanding and outstanding, all accrued and unpaid interest thereon and the Make-Whole Payment shall be converted into shares of Common Stock at a conversion price the Conversion Price per share calculated on the Trading Day immediately preceding the date the Holder demands conversion 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)this clause, or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or of otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein (including pursuant to Section 3.6 hereof) or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(kb)-(i), 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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMakers; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m2.1(j) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 2.1(b)-(i), (c)-(kl), (m)and (n), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement, the Security Agreement or applicable law. 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 any Event of Default shall have occurred and shall be continuing, the Holder of this Note Bank, may at any time at its option (a) declare the entire unpaid principal balance of this Noteall amounts outstanding hereunder, together with all interest accrued hereon, thereon and all other amounts payable hereunder to be forthwith due and payable, whereupon all principal amounts outstanding hereunder, all interest and thereupon, the same all such other amounts shall become and be accelerated and so forthwith due and payable, without presentment, demand, protest, protest or noticefurther notice of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the MakerBorrower, and (b) exercise any and all rights and remedies provided herein, under the Related Documents, at law or in equity; provided, however, that upon in the occurrence event of an Event actual or deemed entry of Default described in (i) Sections 2.1 (l)an order for relief with respect to the Borrower under the United States Bankruptcy Code, (m) or (n), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note all amounts reimbursable pursuant to Sections 2.4 and Section 3.7 hereof2.5, (b) demand that the principal amount of this Note then outstanding and all interest accrued and unpaid interest thereon and all other amounts payable hereunder shall be converted into shares automatically become due and payable, without presentment, demand, protest or any notice of Common Stock at any kind, all of which are hereby expressly waived by the Borrower. During the pendency of a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Default or Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof)Default, or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests all amounts payable under this Note, Agreement shall bear interest at the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwiseDefault Rate.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, ,however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(kb)-(i), 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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If On and after the date that 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 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, payable without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, howeverthat, that upon no notice or declaration of acceleration by the occurrence Holder shall be required in case of an Event of Default as described in (i) Sections 2.1 (l), (mSection 2.1(j) or (n)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 and payable; or (iib) Sections 2.1 (c)-(k), demand the immediate prepayment of this Note pursuant to Section 3.7 hereofat the Prepayment Price. In addition, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) Holder may exercise or otherwise enforce any one or more of the Holder's its rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable lawTransaction 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 Holders holding at least two-thirds of this Note may the principal amount of the then outstanding Notes (including Notes that have been issued as payment in kind) may, at any time time, at its their option (a) declare the entire unpaid principal balance of this Notethe Notes, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon following such a declaration made in the occurrence of an Event of Default described manner and by the Holders contemplated above, each Holder may, in (i) Sections 2.1 (l)its sole and absolute discretion, (ma) or (n), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment redemption of this Note the Notes pursuant to Section 3.7 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that the principal amount of this Note the Notes then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price the Conversion Price per share calculated on the Trading Day immediately preceding the date the Holders demand conversion 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)this clause, or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement other Transaction Documents or applicable law; provided, further, however, that upon the occurrence of an Event of Default described in clauses (k) or (l), the entire unpaid principal balance of the Notes, together with all interest accrued hereon, shall automatically become due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker. No course of delay on the part of one or more Holders required pursuant to the Holder terms hereof shall operate as a waiver thereof or otherwise prejudice the right rights of the HolderHolder(s). No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.”

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option (a) 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; 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 and (ii) Sections 2.1 (c)-(kd)-(k), 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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 3.2(a) hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Security Agreement, the Registration Rights Agreement or applicable law. 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(ka)-(i), (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 and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable 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 further amount as shall be sufficient to cover the cost and the expenses of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. 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, 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; providedPROVIDED, howeverHOWEVER, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mn) or (no), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(kc)-(m), 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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 3.2(a) hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Security Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If (a) Upon a Responsible Officer of the Borrower obtaining knowledge of the occurrence of an Event of Default shall have occurred and shall be continuingDefault, the Holder of this Note may at any time at its option Borrower shall notify the Administrative Agent in accordance with Section 5.01(d)(iv). (a) Upon the occurrence and during the continuance of any Event of Default, in addition to all rights and remedies specified in this Agreement and the other Facility Documents, including Article VII, and the rights and remedies of a secured party under Applicable Law, including the UCC (which rights shall be cumulative), the Administrative Agent shall,may, in its discretion, and at the request of, or may with the consent of, the Required Lenders shall, by notice to the Borrower, do any one or more of the following: (1) declare the entire unpaid Commitments to be terminated forthwith, whereupon the Commitments shall forthwith terminate,; (2) impose Reserves; and (23) declare the principal balance of this Note, together with and the accrued interest on the Advances and all interest accrued hereon, other amounts whatsoever payable by the Borrower hereunder to be forthwith due and payable, and thereupon, the same whereupon such amounts shall be accelerated and so immediately due and payable, payable without presentment, demand, protest, protest or noticeother formalities of any kind, all of which are hereby expressly unconditionally and irrevocably waived by the MakerBorrower; providedprovided that, however, that upon the occurrence of an any Event of Default described in clause (f) of Section 6.01, the Commitments shall automatically terminate and the Advances and all such other amounts shall automatically become due and payable, without any further action by any party. (b) The Borrower hereby agrees that it will, at the Borrower’s expense and at the direction of the Administrative Agent, (i) Sections 2.1 (l), (m) assemble all or (n), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate Collateral as directed by the Administrative Agent and make the same available to the Administrative Agent at a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred place to herein or now or hereafter available at law, in equity, by statute or otherwise.- 79- 34881204v6 110062879

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option (a) option, upon delivery of written notice to the Maker, declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) in Sections 2.1 (l), (mj) or (n)k) above, the outstanding principal balance and accrued interest hereunder shall be automatically immediately due and payable and without notice or demand of any kind, (ii) in Sections 2.1 2.1(b)-(i) and (c)-(k)l) above, the Holder, in its sole and absolute discretion, may (a) demand the prepayment of this Note pursuant to Section 3.7 3.6(a) hereof (to the extent permitted by Section 3.6(a) hereof), (b) demand that all or a portion of the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted in accordance with Article III hereof into shares of Common Stock at a conversion price per share calculated pursuant Conversion Price equal to Section 3.1 hereof assuming that the lesser of (A) the Conversion Price on the date that of such demand or (B) 85% of the Event lowest VWAP for the 10 Trading Days preceding the date of Default occurs is such demand, with all accrued and unpaid interest on such principal amount to be paid to the Conversion Date (as defined Holder in Section 3.1 hereof)cash, or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable lawlaw and (iii) in the case of any Event of Default arising pursuant to Section 2.1(a) above, no acceleration shall be effective unless the Maker shall have been given at least two (2) business days’ prior written notice of such acceleration and opportunity to cure such Event of Default during such two (2) business day period. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, plus the Exit Fee and other fees and expenses, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMakers; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mf) or (n)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 and (ii) Sections 2.1 (c)-(k)payable, demand the prepayment of this Note pursuant to Section 3.7 hereof, and/or (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement Security Agreement, the Pledge Agreement, the Mortgages or other Transaction Document or applicable law. 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 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, 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (n)k) above, the outstanding principal balance and accrued interest hereunder hereunder, plus fees and expenses, shall be immediately and automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 3.6(a) hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price the Conversion Price per share calculated on the Trading Day immediately preceding the date the Holder demands conversion 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)this clause, or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon and after an Event of Default, this Note shall bear interest at the default rate set forth in Section 1.2 hereof.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder Lender of this Note may at any time at its option option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same saint:: shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the MakerMakers; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m2.1(j) or (nk), the the. outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereofpayable, (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 Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Optional Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the HolderLender's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. No course of delay on the part of the Holder Lender shall operate as a waiver thereof or Of otherwise prejudice the right of the HolderLender. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mj) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(kb)-(i), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), Price or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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) pursuant to Section 3.5(a) hereof, declare the entire unpaid principal balance of this Note, together with all interest accrued hereonpayments in the amount set forth in Section 3.5(a), due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mh) or (ni), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(kb)-(g), the Holder may demand the prepayment of this Note pursuant to Section 3.7 3.5 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon payments in the amount set forth in Section 3.5(a) shall be converted into shares of Common Stock at a conversion price Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Pledge Agreement or applicable law. 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m) or (n)above, the outstanding principal balance Holder, in its sole and accrued interest hereunder shall be automatically due and payable and absolute discretion, may (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereof, (ba) 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 a conversion price the applicable Conversion Price per share calculated on the Trading Day immediately preceding the date the Holder demands conversion 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)this clause, or (cb) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this NoteNote (including, if applicable, pursuant to Section 3.7 hereof), the Purchase Agreement, the Registration Rights Agreement or applicable law. 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 of this Note, together with all interest accrued hereon, and all fees and expenses, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (mSection 2.1(f) or (nSection 2.1(g), the outstanding principal balance and accrued interest hereunder hereunder, and all fees and expenses, shall be immediately and automatically due and payable and (ii) Sections 2.1 (c)-(k)payable, demand the prepayment of this Note pursuant to Section 3.7 hereof, and/or (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce enforce, or direct the Agent to exercise or otherwise enforce, any one or more of the Holder's ’s or the Agent’s, as applicable, rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement Security Agreement, the Mortgages or other Transaction Documents or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. Upon the occurrence and during the continuance of an Event of Default, all amounts payable under this Note shall bear interest at the default rate set forth in Section 1.2.

Remedies Upon an Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m2.01(m) or (n), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (c)-(k), demand the prepayment of this Note pursuant to Section 3.7 hereofpayable, (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 Conversion Price per share calculated pursuant to Section 3.1 3.01 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 3.01 hereof), or and/or (c) exercise or otherwise enforce any one or more of the Holder's ’s rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (l), (m2.1(j) or (nk), the outstanding principal balance and accrued interest hereunder shall be automatically due and payable and (ii) Sections 2.1 2.1(d)-(i), (c)-(kl), (m)and (n), demand the prepayment of this Note pursuant to Section 3.7 hereof, (b) demand that the principal amount of this Note then outstanding and all accrued and unpaid interest thereon shall be converted into shares of Common Stock at a conversion price Conversion Price per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date (as defined in Section 3.1 hereof), or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, the Registration Rights Agreement or applicable law. 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.