Contract analysis

Section 1. Interest. 1.1 Interest Rate. The unpaid principal balance of this Note outstanding from time to time shall bear interest at a fixed rate equal to ten and 50/100 percent (10.50%) per annum (1,050 basis points). Such interest shall consist of the following two components: (a) Cash Pay Interest. Interest at a rate equal to eight percent (8.00%) per annum (800 basis points) (the "Cash Interest Rate"), which sh

Section 2. Principal Repayment. 2.1 Maturity Date. Unless sooner paid in full or accelerated in accordance with the terms of this Note or the Credit Agreement, the entire outstanding principal balance of this Note, together with all accrued and unpaid interest thereon (including, without limitation, all capitalized PIK Interest), all fees, premiums, and all other amounts due and payable hereunder or under the Credit

Section 3. Manner of Payment. All payments of principal, interest (including Cash Pay Interest and, to the extent paid in cash, PIK Interest), fees, premiums (including any Prepayment Premium), and all other amounts due under this Note shall be made in lawful money of the United States of America in immediately available funds, without setoff, counterclaim, deduction, or withholding of any kind (except as required by

Section 4. Security. The obligations of the Borrower under this Note, including, without limitation, the payment of principal, interest, fees, premiums, and all other amounts due hereunder, are secured by: (a) a second-priority security interest in and lien upon substantially all assets of the Borrower and of Crestline Coatings Inc., an Ohio corporation and wholly owned subsidiary of the Borrower (together with the B

Section 5. Subordination. This Note and all indebtedness evidenced hereby, including, without limitation, all principal, interest (including Cash Pay Interest and PIK Interest), fees, premiums, and other amounts payable hereunder and under the Credit Agreement and the other Loan Documents (collectively, the "Mezzanine Obligations"), are expressly subordinated in right of payment and in lien priority to the Senior Obl

Section 6. Events of Default. Upon the occurrence and during the continuance of any Event of Default (as defined in Article VIII of the Credit Agreement), the Lender may, at its option, by written notice to the Borrower (or, in the case of certain Events of Default relating to the bankruptcy, insolvency, or reorganization of the Borrower or any of its Subsidiaries, automatically and without any notice or other action

Section 7. Credit Agreement Controls. This Note is issued pursuant to, and is subject in all respects to, the terms and conditions of the Credit Agreement. The Borrower acknowledges that the Credit Agreement contains additional terms and conditions governing the Mezzanine Loan, including, without limitation, representations and warranties, affirmative and negative covenants, conditions precedent, events of default, a

Section 8. Waivers. The Borrower hereby expressly and unconditionally waives diligence, demand, presentment for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, and all other notices and demands of every kind and nature in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as may be specifically and expressly required under the Credit Agre

Section 9. Costs of Collection; Expenses. The Borrower agrees to pay on demand all reasonable and documented costs and expenses (including, without limitation, reasonable attorneys' fees, legal assistants' fees, and disbursements of counsel) incurred by the Lender in connection with (a) the collection or enforcement of this Note, (b) the exercise of any rights or remedies hereunder or under the Credit Agreement or an

Section 10. Amendments. This Note may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by the Borrower and the Lender, in accordance with the amendment and waiver provisions set forth in Section 10.1 of the Credit Agreement. No oral agreement or course of dealing between the Borrower and the Lender shall be effective to amend, modify, or waive any provision of t

Section 11. Successors and Assigns. This Note shall be binding upon the Borrower and its successors and permitted assigns, and shall inure to the benefit of the Lender and its successors and assigns. The Borrower may not assign or transfer any of its rights or obligations under this Note without the prior written consent of the Lender, and any purported assignment or transfer in violation of this restriction shall be

Section 12. Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY).

Section 13. Jurisdiction and Venue. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City and County of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out o

Section 14. Waiver of Jury Trial. EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN

Section 15. Severability. If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Note or the validity, legality, or enforceability of such provision in any other jurisdiction. In the event

Section 16. Notices. All notices, requests, demands, consents, and other communications required or permitted under this Note shall be in writing and shall be given, delivered, and deemed received in the manner and to the addresses set forth in Section 10.2 of the Credit Agreement. Until changed in accordance with the Credit Agreement, notices shall be addressed as follows: If to the Borrower: Crestline Packaging Sol