All payments of interest and principal on the Note shall be in lawful money of the United States of America by wire transfer of immediately available funds to the Holder’s account at a bank specified by Holder in writing to the Payor from time to time. All payments on this Note under this Section 1(b) will be applied to accrued and unpaid interest that is due and payable, then to accrued and unpaid interest not yet payable, and thereafter to outstanding principal. Whenever any payment hereunder shall be stated to be due on a day other than a business day, such payment will be made on the next succeeding business day, and such extension of time will in such case be included in the computation of payment of interest.

Conversion of Principal and Interest. Subject to the terms and conditions hereof, the Payee, at its sole option, may deliver to the Maker a notice in the form attached hereto as Exhibit A (a “Conversion Notice”) and an updated Loan Schedule, at any time and from time to time after the date hereof and prior to the payment of the principal amount and all accrued Regular Interest thereon (the date of the delivery of a Conversion Notice, a “Conversion Date”), to convert all or any portion of the outstanding principal amount of this Note plus accrued and unpaid Regular Interest thereon, for a number of Shares equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of this Note plus the accrued and unpaid interest thereon being converted by the Conversion Price (as defined in Section 20 hereof). Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note plus all accrued and unpaid Regular Interest thereunder in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Notice and the Loan Schedule.

Borrowing and Repayment of Principal. [[Organization A:Organization]] may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of any document executed in connection with or governing this Note; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for [[Organization A:Organization]], which

Application of Payments of Principal. Notwithstanding anything to the contrary contained in this Agreement, the following principal payments shall be allocated as follows:

The principal amount of this Note and all unpaid and accrued interest shall be due and payable the earlier of: # the date of the closing of the Conditional Purchase Agreement dated as of November 24, 2015 (the “Purchase Agreement”) between Maker and Payee or # December 31, 2016.

Ownership of the Principal Subsidiaries. Sell, assign, pledge, or otherwise transfer or dispose of any shares of common stock, voting stock, or stock convertible into voting or common stock of any Principal Subsidiary, except # to another Subsidiary, # in connection with an Asset Exchange, # pursuant to [clauses (m) and (o) of Section 7.1]1] (to the extent an equal and ratable pledge is required under any Existing Credit Agreement as a result of any such pledge pursuant to [clause (m) of Section 7.1]), or # pursuant to any Collateral Document; provided, however, that the Borrower may pledge any shares of common stock, voting stock, or stock convertible into voting or common stock of any Principal Subsidiary so long as such pledge equally and ratably secures the Obligations pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent.

Company Acting on Behalf of Itself and Subsidiary Borrower. Whether or not expressly provided herein, each notice or certificate delivered hereunder or in connection herewith or the other Loan Documents by or to the Company (in its capacity as a Borrower) or an officer thereof, and each notice or consent requested by or from the Company (in its capacity as a Borrower) or an officer thereof, shall be so delivered or given to, by or on behalf of the Company for the benefit of itself and the Subsidiary Borrower. In furtherance and without limitation of the foregoing, the Company is hereby authorized and given a power of attorney by and on behalf of the Subsidiary Borrower to perform and accept any and all such actions on its behalf under this Agreement and the other Loan Documents.

Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at the Maturity Date, upon acceleration or otherwise.

to grant to the Distributor the right, at its own cost and expense, to have its employees or designees perform continual inspections of the Products purchased by the Distributor and to conduct periodic quality control testing of same for a period of 12 months following delivery so as to ensure proper performance of the purchased Products. All deficiencies noted in the initial and any subsequent inspections of the Products shall be immediately brought to the attention of the Principal, with the Principal to immediately exercise a good faith effort to remedy all defects in a commercially reasonable fashion. The Distributor shall have the right to reject Products upon initial inspection and at any time during the 12 months following delivery of same should a post installation defect arise. If the Principal fails to cure any defect or provide a replacement machine within 30 days of notice of a defect, the Principal shall immediately refund the purchase price of the defective Product to the Distributor within five business days of demand therefor by the Distributor;

Principal Place of Business and Organization. No Borrower shall change its principal place of business set forth in the introductory paragraph of this Agreement without first giving the Agent at least thirty (30) days’ prior notice. No Borrower shall change the place of its organization as set forth in [Section 4.1.29] without the Approval of the Agent; provided that if no Default has occurred and remains outstanding and if no Event of Default has occurred, such Approval shall not be unreasonably withheld, conditioned or delayed. Upon the Agent’s request of any Borrower, such Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect the Agent’s security interest in any Property as a result of such change of principal place of business or place of organization.