Contract analysis

Section 1. Promise to Pay FOR VALUE RECEIVED, each of the undersigned Subsidiary Payees (when acting as a borrowing party) and the Maker (when acting as a borrowing party) hereby unconditionally promises to pay to the order of the applicable lending party (i.e., the Maker or the applicable Subsidiary Payee, as the case may be) the aggregate unpaid principal amount of all intercompany loans and advances made from time

Section 2. Interest (a) Rate. Interest shall accrue on the unpaid principal balance of each intercompany loan and advance outstanding hereunder at a rate per annum equal to the applicable federal rate (the "AFR") as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code"), in effect as of the date such intercompany loan or advance is made, utilizing the compounding period and ter

Section 3. Repayment; Maturity (a) Demand. Each intercompany loan and advance evidenced hereby shall be payable on demand by the applicable lending party. Demand for payment may be made at any time by written notice delivered in accordance with Section 11 hereof. (b) Final Maturity. Notwithstanding the demand nature of the obligations evidenced hereby, all outstanding principal of, and all accrued and unpaid interest

Section 4. Prepayment (a) Voluntary Prepayment. The borrowing party may prepay all or any portion of the outstanding principal amount of any intercompany loan or advance evidenced hereby at any time and from time to time, without premium, penalty, or prior notice to the lending party. (b) Application of Prepayments. All voluntary prepayments shall be applied first to accrued and unpaid interest on the principal amoun

Section 5. Pledge to Collateral Agent (a) Acknowledgment of Pledge. Each party hereto acknowledges and agrees that this Note and all rights, title, and interest of the Maker and each Subsidiary Payee arising hereunder (including, without limitation, the right to receive payments of principal and interest and the right to enforce the obligations of the borrowing parties) have been pledged, assigned, and granted to Cre

Section 6. Subordination (a) General Subordination. All obligations of the Maker to the Subsidiary Payees, and of each Subsidiary Payee to the Maker, under or in respect of this Note (collectively, the "Intercompany Obligations") are hereby expressly subordinated in right of payment, to the fullest extent permitted by applicable law, to the prior payment in full in cash of all Obligations (as defined in the Credit Ag

Section 7. Representations and Warranties Each party hereto hereby represents and warrants to each other party hereto, and to the Collateral Agent for the benefit of the Secured Parties, as of the date hereof and as of the date of each intercompany loan or advance made hereunder, as follows: (a) Organization and Good Standing. Such party is a corporation, limited liability company, or other entity duly organized or f

Section 8. Events of Default Under This Note (a) Events of Default. Each of the following events shall constitute an event of default under this Note (each, a "Note Event of Default"): (i) Failure to Pay Principal. The failure by any borrowing party to pay any amount of principal due and payable under this Note when due, whether at the stated maturity, upon demand, upon acceleration, or otherwise; (ii) Failure to Pay

Section 9. Waivers Each borrowing party hereby irrevocably waives, to the fullest extent permitted by applicable law: (a) presentment for payment and demand for payment of any amount due and payable under this Note; (b) notice of dishonor, protest, and notice of protest; (c) notice of intent to accelerate and notice of acceleration; (d) diligence in collection or enforcement; (e) any defense based upon an election of

Section 10. Amendments and Modifications This Note may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by the Maker and each applicable Subsidiary Payee. Any purported amendment, modification, supplement, restatement, or other change to this Note that is not made in compliance with this Section 10 shall be null and void and of no force or effect. In

Section 11. Notices (a) All notices, requests, demands, consents, and other communications required or permitted under this Note shall be in writing and shall be deemed duly given (i) when delivered personally to the party to whom directed, (ii) on the third (3rd) Business Day after being sent by certified mail, return receipt requested, postage prepaid, (iii) on the first (1st) Business Day after being sent by a nat

Section 12. Governing Law This Note and any claims, controversies, disputes, or causes of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note or the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof that would require the application of the

Section 13. Jurisdiction; Waiver of Jury Trial (a) Submission to Jurisdiction. Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, the County of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof

Section 14. Miscellaneous (a) Severability. If any provision of this Note is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal, or unenforceable, the parties her