Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Note, then the Borrower shall notify the Holder of such additional or more favorable term and such term, at Holder’s option, shall become a part of the transaction documents with the Holder. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage.

Right to Participate in Future Financings. Creditor shall have the right, but not the obligation, so long as any part of the principal of the Loan (or any accrued and unpaid interest thereon) remains outstanding to participate, on the same terms and conditions as other investors, in any equity or debt financings effected by ​; and, in any such financing in which the Creditor may elect, in its sole discretion, to participate the Creditor may, at its option, apply the then outstanding principal balance of the Loan (and accrued and unpaid interest thereon) towards the purchase price of the securities acquired by it in any such financing.

SECTION # Business of the Borrowers and their Subsidiaries. Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by any Borrower and the Restricted Subsidiaries on the Closing Date (after giving effect to the Transactions) and any similar, corollary, related, ancillary, incidental or complementary business or business activities or a reasonable extension, development or expansion thereof or ancillary thereto.

Future Employment. Executive agrees that he will not at any time in the future seek employment with ​ and waives any right that may accrue to him from any application for employment that he may make notwithstanding this provision.

Future Alterations. Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building, without the prior written consent of Landlord, which consent may be withheld or granted in Landlord’s sole and absolute discretion with respect to Structural Alterations and those Alterations which are not Structural Alterations which adversely affect the architectural character of the Building (including, without limitation, any Alteration which is directly adjacent to any exterior window), and which consent shall not be unreasonably withheld, conditioned or delayed with respect to all other Alterations. Notwithstanding the foregoing, Tenant shall have the right to make Cosmetic Changes within the Premises without requiring the consent of Landlord. Any Alterations made by Tenant shall be made: # in a good, workmanlike, first-class and reasonably prompt manner; # using new or comparable materials only (it being agreed that reclaimed or recycled products of a first class nature shall be permitted by the foregoing); # by a contractor reasonably approved in writing by Landlord (such approval not to be unreasonably withheld, conditioned or delayed), # on days and at times reasonably approved in writing by Landlord; # for Alterations requiring a building permit which are customarily overseen by an architect, under the supervision of an architect designated by Tenant and reasonably approved in writing by Landlord (such approval not to be unreasonably withheld, conditioned or delayed); # in substantial accordance with plans and specifications reasonably acceptable to Landlord, which plans and specifications shall be approved in writing by Landlord at Landlord’s standard charge (and with such acceptance by Landlord not to be unreasonably conditioned or delayed); # in accordance with all Laws and in compliance with the Master Deed, the Declaration of Trust and the Building rules and regulations described in [Article XVI] hereof and Landlord’s standard and reasonable operating procedures as adopted by Landlord from time to time by written notice to Tenant; # after having obtained any required consent of the holder of any Mortgage of whom Tenant has notice (which Landlord agrees to use commercially reasonable efforts to obtain where it has approved the Alterations in question); # after obtaining public liability, worker’s compensation and builder’s risk insurance policies (or the equivalent thereof) reasonably approved in writing by Landlord; # after having entered into a written agreement with any contractor, sub-contractor or sub-subcontractor whereby such entity shall be required to # indemnify and hold Landlord harmless from and against all Claims claimed against Landlord by any third party, directly or indirectly, based on, arising out of, or resulting from any negligence or willful misconduct by such contractor, sub-contractor or sub-subcontractor with respect to such entity’s work, and # obtain and maintain insurance as set forth in [Exhibit H] to this Lease, which policies shall cover every person who will perform any work with respect to such Alteration under or through such entity; and # with the obligation for Tenant to obtain and deliver to Landlord written, unconditional full or partial (as applicable) waivers of mechanics’ and materialmen’s liens against the Premises, the Commercial/Garage Unit and the Building within ten (10) business days after the applicable portion of the Alterations are completed; and # obtain such payment, performance lien bonds as Landlord shall reasonably require taking into consideration the financial condition of Tenant, except Landlord agrees that the originally named Tenant under this Lease and any Permitted Transferee or Affiliate of such originally named Tenant to which this Lease has been assigned will not be required to obtain any payment, performance or lien bonds or other security for the performance of Alterations to the Premises. If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be discharged by Tenant within fourteen (14) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a reasonably acceptable bond that complies with all applicable Laws. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant’s account, Landlord having no obligation or responsibility in respect thereof except as otherwise expressly set forth in this Lease. Landlord’s approval of any plans and drawings (and changes thereto) regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord’s representation that such approved plans, drawings, changes or Alterations comply with all Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the responsibility of Tenant. Certain Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, fire and life safety system, the roof of the Building or any other areas outside the Premises shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the cost therefor is competitive and such contractor is able to perform the applicable work within a reasonable time). In connection with any Alteration, if Tenant does not contract with Landlord to make such Alteration, the supervision fee shall be one quarter of one percent (0.25%) of the total hard cost, other than furniture, fixtures and equipment. Except with respect to Cosmetic Alterations and other Alterations not requiring a building permit, promptly after the completion of such an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built (or record) drawings and CAD files showing such Alteration in place. Notwithstanding anything contained in this Lease to the contrary, the performance of any Alterations pursuant to the provisions of this [Article IX] or of any other provisions of this Lease or the Exhibits hereto shall not be done in a manner which would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. Tenant shall immediately stop the performance of any Alterations or other activity if Landlord notifies Tenant that continuing such Alteration or activity would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building.

Future Cooperation. Employee agrees to cooperate with the Employer and use his best efforts in responding to all reasonable requests by the Employer for assistance and advice relating to matters and procedures in which Employee was involved or which Employee managed or was responsible for while Employee was employed by the Employer.

Future Employment. If the Executive in the future seeks or is offered employment, or any other position or capacity (including as a consultant) with another person or entity, the Executive agrees to inform each new employer or entity, before accepting employment or other capacity, of the existence of the restrictions contained in [Section 7]. Further, before accepting any employment or other capacity with any person during the restriction period described in [Section 7.1], the Executive agrees to give prior written notice to the Company of the name of such person or entity, the nature of the position or capacity, the responsibilities and duties of the position or capacity, and the industry or industries in which such other person or entity operates. The Company shall be entitled to advise such person or entity of the provisions of [Section 7] and to otherwise deal with such person or entity to ensure that the provisions of [Section 7] are enforced and duly discharged.

Future Innovations. I will disclose promptly in writing to Company all Innovations conceived, reduced to practice, created, derived, developed, or made by me during the term of my employment and for three (3) months thereafter, whether or not I believe such Innovations are subject to this Agreement, to permit a determination by Company as to whether or not the Innovations should be considered Company Innovations. Company will receive any such information in confidence.

Conforming Post-Petition Financings. If the ​ or any Revolving Credit Lender shall seek to provide any Loan Party with, or consent to a third party providing, any Post-Petition Financing, with such Post-Petition Financing to be secured by all or any portion of the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code or other applicable Law, would be Collateral), each of the FILO Secured Parties agrees and confirms that it shall be deemed to have consented to such Post-Petition Financing and to the Liens securing the same (or securing any claim for diminution in value in connection therewith) and that it shall not object to any such Post-Petition Financing or to the Liens securing the same (or securing any claim for diminution in value in connection therewith) (nor support any other Person objecting to such Post-Petition Financing or to the Liens securing the same (or securing any claim for diminution in value in connection therewith) or request the ​ make any such objection), on any grounds whatsoever so long as # the ​ retains its Lien on the Collateral to secure the FILO Obligations, subordinate to the Liens securing such Post-Petition Financing which satisfies the terms and conditions of this [Section 10.6] (and any Lien securing any claim for diminution in value in connection therewith), but otherwise with the same relative priority vis-a-vis other liens in the Collateral as existed immediately prior to the commencement of such Insolvency Proceeding; provided that, if in connection with any Post-Petition Financing provided, or consented to, by the ​ or any Revolving Credit Lender, any Liens on the Collateral held by the ​, or any Liens securing such Post-Petition Financing, are subject to a surcharge or are subject to a Carve Out, court ordered charge, fee or other similar interest or right, and so long as the amount of such surcharge, Carve Out, court ordered charge, fee or other similar interest or right is reasonable under the circumstances, then the Liens of the ​ on the Collateral securing the FILO Obligations shall also be subordinated to such surcharge, claim, Carve Out, court ordered charge, fee or other similar interest or right to the same extent as the Revolving Obligations and/or Post-Petition Financing, as applicable, # the aggregate principal amount of the unfunded commitments and loans and letter of credit accommodations outstanding under any such Post-Petition Financing, together with the aggregate Revolving Credit Outstandings (giving effect to any repayments), does not exceed the Maximum Revolving Insolvency Amount, # the agent under such Post-Petition Financing shall implement, and maintain, at all times, a reserve against all borrowing bases under such Post-Petition Financing in the amount of the Carve Out, # the agent under such Post-Petition Financing shall implement, and maintain, at all times, a reserve against all borrowing bases under such Post-Petition Financing in the amount of the FILO Deficiency Reserve, consistent with the terms of this Agreement, # such Post-Petition Financing shall not compel any Loan Party to seek confirmation of a specific plan of reorganization, unless the FILO Obligations shall be indefeasibly paid in full in cash on the effective date thereof, and # such Post-Petition Financing shall be subject to the same rights of the ​ and the FILO Lenders with respect to amendments, waivers and modifications as set forth in [Section 12.1] with respect to this Agreement and the other Loan Documents (a Post-Petition Financing complying with the provisions of this paragraph referred to herein as a “Conforming Post-Petition Financing”).

Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for # Borrower’s future equity financings, transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person and transactions permitted pursuant to the terms of [Section 7.2] hereof.