Common use of Default; Acceleration Clause in Contracts

Default; Acceleration. It shall be a default ("DEFAULT") under this Note in the event that: (a) any principal, interest or other amount of money due under this Note is not paid in full within ten (10) days after the same is due, regardless of how such amount may have become due; or (b) there shall occur any Event of Default (as such term is defined in the Loan Agreement). Upon the occurrence of a Default, the holder hereof shall have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note at once due and payable (and upon such acceleration, the same shall be at once due and payable without presentation, demand, protest or notice of any kind, which are all hereby waived by Maker, and this Note shall thereafter bear interest at the Past Due Rate), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at law or in equity. All of the rights, remedies, powers and privileges (together, "RIGHTS") of the holder hereof provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by the holder hereof to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not ( constitute a waiver of or impair or extinguish the right of the holder hereof to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or ( constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. If any holder of this Note retains an attorney in connection with any Default or at the Maturity Date or to collect, enforce or defend this Note or any other Loan Document in any lawsuit, at trial, or in any appellate, probate, reorganization, bankruptcy or other proceeding, or if Maker sues any holder in connection with this Note or any other Loan Document and does not prevail, then Maker agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender under the Loan Documents, all reasonable costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including without limitation reasonable attorneys' fees, paralegals' fees and costs.

Default; Acceleration. It If any Event of Default occurs, then the outstanding principal, amount of this Operating Note, any interest accrued thereon from time to time, and any other sums then remaining unpaid hereunder, at the option of the holder hereof and without notice, shall be become immediately due and payable and Lender may exercise any other rights or remedies available under any Transaction Documents or applicable law. Failure to exercise any such option shall not constitute a default ("DEFAULT") under this Note waiver of the right to exercise the same at a later time or in the event that: of any subsequent default. The following shall constitute "Events of Default" for purposes of this Operating Note: (a) Failure by Maker to make timely payments of any of the installments of principal, interest or other amount of money due under this Note amounts hereunder, which is not paid in full cured within ten (10) days after the same written notice of such nonpayment is due, regardless of how such amount may have become duedelivered to Maker; or or (b) there shall occur The occurrence of any Event event of default under any credit facility, term loan or any other agreement entered into by Maker for the use of borrowed funds, with respect to which the creditor has recourse to assets of the Project, and with respect to which (i) the creditor has accelerated the maturity of the indebtedness of Maker to such creditor, or (ii) the creditor has initiated action to collect such indebtedness; or (c) Default (as such term is defined by Maker in the Loan Agreement). Upon the occurrence performance by Maker of a Default, the holder hereof shall have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note at once due and payable (and upon such acceleration, the same shall be at once due and payable without presentation, demand, protest or notice of any kind, which are all hereby waived by Maker, and this Note shall thereafter bear interest at the Past Due Rate), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies covenants or commitments under this Note, the Management Contract or any Transaction Document or under any other Loan Documentagreement entered into with or in favor of Lender or any Affiliate of Lender, or at law default by Maker's Affiliate under any agreement executed by an Affiliate of Maker in favor of Lender or any Affiliate of Lender, which default is not cured by Maker or its Affiliate as applicable within the cure period provided thereunder after written notice of default is delivered to Maker or its Affiliate; provided, however, that if the nature of such default (but specifically excluding defaults curable by the payment of money) is such that it is not possible to cure such default within thirty (30) days, such 30-day period shall be extended for so long as the breaching party shall be using diligent efforts to effect a cure thereof; or (d) The Management Contract shall be terminated by either the Maker or the Lender; or (e) Any representation or warranty given to the Lender by the Maker (or any of its representatives) in equity. All of connection with entering into the rights, remedies, powers and privileges (together, "RIGHTS") of Management Contract or the holder hereof provided for in this Note and in other Transaction Documents and/or any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust itborrowing thereunder, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure given by the holder hereof to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity an Affiliate of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not ( constitute a waiver of or impair or extinguish the right of the holder hereof to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or ( constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. If any holder of this Note retains an attorney Maker in connection with any Default or at the Maturity Date or to collect, enforce or defend this Note agreement executed by an Affiliate of Maker in favor of Lender or any other Loan Document Affiliate of Lender, or required to be furnished under the terms thereof, shall prove untrue or misleading in any lawsuitmaterial respect (as determined by the Lender in the exercise of its reasonable judgment) as of the time when given or shall fail to be true and correct in all material respects at any time during the term of the agreement; or (f) There shall have been filed or commenced against Maker an involuntary case under any applicable bankruptcy, at trial, or in any appellate, probate, reorganization, bankruptcy insolvency or other proceedingsimilar law now or hereafter in effect or an action shall have been commenced to appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or if similar official) of Maker sues or for any holder substantial part of Maker's property or for the winding up or liquidation of Maker's affairs and such action or proceeding shall not have been dismissed within sixty (60) days; or (g) Maker shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in connection with this Note effect; or any other Loan Document and does not prevail, then Maker agrees shall consent to pay to each such holder, the entry of an order for relief in addition to principal, interest and any other sums owing to Lender an involuntary case under the Loan Documents, all reasonable costs and expenses incurred by such holder in trying to collect this Note or in any such suit law; or proceedingshall consent to the appointment of or taking possession by a receiver, including without limitation reasonable attorneys' feesliquidator, paralegals' fees and costsassignee, trustee, custodian, sequestrator (or other similar official) of Maker or of any substantial part of the Maker's property; or shall make any general assignment for the benefit of creditors; or shall take any action in furtherance of any of the foregoing or shall be insolvent.

Default; Acceleration. It If any one or more of the following events shall occur (hereinafter called an "Event of Default"), namely: (i) default shall be made in the payment of any installment hereunder, when due which is not cured within any applicable cure period; or (ii) Maker shall become insolvent, or shall be unable to pay its debts as they mature; or shall admit in writing its inability to pay its debts as they mature; or shall make an assignment for the benefit of its creditors; or shall file or commence or have filed or commenced against it any proceeding for any relief under any bankruptcy or insolvency law or any law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, or a receiver or trustee shall be appointed for the undersigned; or (iii) there shall be a default ("DEFAULT") under this Note material adverse change in the financial condition of Maker as compared to its financial condition as of the date hereof or (iv) an event that: (a) any principal, interest of default shall exist under the Security Agreement or other amount of money due under this Note the Membership Interest Agreement which is not paid in full cured within ten (10) days after the same is due, regardless of how such amount may have become dueany applicable cure period; or (bv) there shall occur any is an Event of Default (as such term is defined under that certain Amended and Restated Promissory Note between Maker and Holder dated of even date herewith in the Loan Agreement). Upon principal amount of $933,000 (vi) Maker shall fail to comply with any other provision of this Note; or (vii) any representation or warranty made herein or in the occurrence Security Agreement shall be false in any material respect; or and with respect to each of a Defaultthe foregoing, in the holder hereof shall have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note at once due and payable (and upon such accelerationcase of any monetary obligation, the same shall not be paid within five (5) days of written notice of such failure by Holder to Maker, and in the case of any non-monetary obligation which is curable, the same shall not be cured within twenty (20) days of written notice of such failure by Holder to Maker (provided that if a cure period is provided in the Security Agreement or Membership Interest Agreement, such cure period shall control with respect to defaults under such agreement, and the cure period provided herein shall not apply with respect thereto), THEN, upon the occurrence of any such Event of Default, or upon the expiration of the term of this Note, Holder at once due its election, and payable without presentationpresentment, demand, protest or notice of any kind, all of which are all hereby expressly waived by Maker, may declare the entire outstanding balance of principal and this Note shall thereafter bear interest at the Past Due Rate)thereon immediately due and payable, to foreclose any liens and security interests securing payment hereof and to exercise any together with all costs of its other rights, powers and remedies under this Note, under any other Loan Document, or at law or in equity. All of the rights, remedies, powers and privileges (together, "RIGHTS") of the holder hereof provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by the holder hereof to exercise, nor delay in exercising any Rightcollection, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not ( constitute a waiver of or impair or extinguish the right of the holder hereof to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or ( constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. If any holder of this Note retains an attorney in connection with any Default or at the Maturity Date or to collect, enforce or defend this Note or any other Loan Document in any lawsuit, at trial, or in any appellate, probate, reorganization, bankruptcy or other proceeding, or if Maker sues any holder in connection with this Note or any other Loan Document and does not prevail, then Maker agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender under the Loan Documents, all reasonable costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including without limitation reasonable attorneys' fees, paralegals' fees and costsor may exercise upon or enforce its rights to its collateral, as may be set forth in the Security Agreement or otherwise.

Default; Acceleration. It shall be a default ("DEFAULTDefault") under this Note in and each of the event that: other Loan Documents if (a) any principal, interest or other amount of money due under this Note is not paid in full within ten (10) days after the same is when due, regardless of how such amount may have become due; or (bc) there shall occur any default or Event of Default (as such term is defined in under the Mortgage or any other Loan Agreement)Document. Upon the occurrence of a Default, the holder hereof shall have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note at once due and payable (and upon such acceleration, the same shall be at once due and payable without presentation, demand, protest or notice of any kind, which are all hereby waived by Maker, and this Note shall thereafter bear interest at the Past Due Default Rate), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at law or in equity. All of the rights, remedies, powers and privileges (together, "RIGHTSRights") of the holder hereof provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by the holder hereof to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not ( (i) constitute a waiver of or impair or extinguish the right of the holder hereof to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or ( (ii) constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. If any holder of this Note retains an attorney in connection with any Default or at the Maturity Date or to collect, enforce or defend this Note or any other Loan Document in any lawsuit, at trial, or in any appellate, probate, reorganization, bankruptcy or other proceeding, or if Maker sues any holder in connection with this Note or any other Loan Document and does not prevail, then Maker agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender under the Loan Documents, all reasonable costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including without limitation reasonable attorneys' fees, paralegals' fees and costs.

Default; Acceleration. It If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be a default ("DEFAULT") under this Note in the event that: voluntary or involuntary or come about or be effected by operation of law or otherwise): (a) Borrowers, (i) fail to pay any principalinstallment of principal of any Note when due, whether at stated maturity, by acceleration, by virtue of a required prepayment, or otherwise, (ii) fail to pay any interest on any of the Notes within five (5) days of the date when due, or (iii) fail to pay any other amount of money due under this Note is not paid in full Agreement on the date within ten (10) days after notice of such failure to pay is sent to the same Borrowers; (b) (i) Borrowers default in any payment of principal of, or interest on, any other obligation for money borrowed or credit received or in respect of any Capitalized Leases, other than those obligations set forth on Schedule 10.1(b)(i), that in any case or in the aggregate is dueoutstanding in an amount of $150,000, regardless or more, beyond any period of how grace provided with respect thereto, or (ii) any Borrower defaults in the performance or observance of any other agreement, term, or condition contained in any agreement under which any such amount may have obligation of the type described in clause (i) above is created (or if any other event of default thereunder or under any such agreement shall occur and be continuing) and, as a result thereof, the holder of such Indebtedness has caused such Indebtedness to become duedue prior to its stated maturity, unless and to the extent any thereof are being actively contested in good faith and by appropriate proceedings, and Borrowers maintains reasonable reserves on their books therefor; or (bc) there any representation or warranty made to any Purchaser by or on behalf of any Borrower in this Agreement or in any writing or instrument furnished in compliance with this Agreement or otherwise furnished in connection with the transactions contemplated by this Agreement shall occur be false or misleading when made or deemed made, in any material respect; (d) any Borrower defaults in the performance or observance of any agreement contained in Section 8.1(f)(i), Section 8.2, or Section 9 unless such Default or failure of performance (i) was not caused by intentional action by or on behalf of such borrower, (ii) has not occurred on another occasion within 90 days before such Default or failure of performance, (iii) is capable of being timely cured, (iv) does not have a Material Adverse Effect, and (v) is cured within 10 days of the date Borrower knew of such Default, or is cured within 10 days after Administrative Borrower received notice of such Default (regardless of the source of such notice); (e) (i) any Borrower defaults in the performance or observance of Section 8.1(g) and any such default shall not have been remedied within 30 days after the date on which notice thereof (whether written, telephonic, or otherwise) was received by Administrative Borrower (regardless of the source of such notice), or (ii) any Borrower defaults in the performance or observance of any agreement, term, or condition contained in this Agreement (other than one described in clause (d), (c), or (e)(i) above) and any such default shall not have been remedied within 30 days after the earlier of (y) the date on which written notice thereof was received by Administrative Borrower (regardless of the source of such notice), or (z) actual knowledge thereof by such Borrower; (f) any Borrower (i) generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily liquidates, dissolves, or ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; (iv) makes an assignment for the benefit of creditors; or (v) takes any affirmative action to effectuate or authorize any of the foregoing (other than the discussion of the advisability or inadvisability of authorizing the foregoing); (g) (i) any involuntary Insolvency Proceeding is commenced or filed against any Borrower, or any writ, judgment, warrant of attachment, execution, or similar process, is issued or levied against a substantial part of any Borrower's Assets and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution, or similar process shall not be released, vacated, or fully bonded within 60 days after commencement, filing, or levy; (ii) any Borrower admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non- U.S. law) is ordered in any Insolvency Proceeding; (iii) any Borrower acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its Assets or business; (iv) any Borrower shall have an order for relief entered with respect to it or shall consent to the entry of an order for relief in an involuntary case commenced under any Bankruptcy Law, or shall consent to the conversion of an involuntary case to a voluntary case under any such law; or (v) any Borrower shall consent to the appointment of or taking possession by a receiver, trustee, or other custodian for all or a substantial part of its or their Assets; or (h) any money judgment, writ, or warrant of attachment, or similar process involving an amount in excess of $250,000 in any individual case or in excess of $350,000 in the aggregate (exclusive of any portion which is covered by insurance and with respect to which the insurer has not disputed coverage) shall be entered or filed against any Borrower, or any of its Assets and shall remain undischarged, unvacated, unbonded, or unstayed for a period of 30 days or in any event later than 5 days prior to the date of any proposed sale thereunder; then, and in any such case (x) upon the occurrence of any Event of Default described in subsection (as such term is defined in the Loan Agreement). Upon the occurrence f) or (g) of a Defaultthis Section 10.1, the holder hereof shall have the right to declare the unpaid principal balance amount of and accrued but unpaid interest on this Note the Notes automatically shall become due and payable, and (y) upon the occurrence and during the continuance of any other Event of Default under Section 10.1, the Purchaser, may, at once its option and in addition to any right, power, or remedy permitted by law or in equity, by 5 days prior written notice to Administrative Borrower, declare all of the Notes to be, and all of such Notes shall thereupon be and become, forthwith due and payable (and upon such accelerationtogether with interest accrued thereon, the same shall be at once due and payable without presentationpresentment, demand, protest protest, or other notice of any kind, all of which are all hereby waived by Maker, and this Note shall thereafter bear interest at the Past Due Rate), to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at law or in equity. All of the rights, remedies, powers and privileges (together, "RIGHTS") of the holder hereof provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by the holder hereof to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due and payable at the time of such payment, shall not ( constitute a waiver of or impair or extinguish the right of the holder hereof to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise of any such Right, or ( constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. If any holder of this Note retains an attorney in connection with any Default or at the Maturity Date or to collect, enforce or defend this Note or any other Loan Document in any lawsuit, at trial, or in any appellate, probate, reorganization, bankruptcy or other proceeding, or if Maker sues any holder in connection with this Note or any other Loan Document and does not prevail, then Maker agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender under the Loan Documents, all reasonable costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including without limitation reasonable attorneys' fees, paralegals' fees and costsBorrowers.

Default; Acceleration. It The occurrence of any of the following shall be a default (constitute an "DEFAULTEvent of Default") under this Note in the event that: : (a) Maker shall fail to make any payment of any principal, interest Interest or other amount when due under this Note; provided, however, that the failure of money Maker to make any payment of Interest due under this Note during the period prior to the third anniversary of the date of this Note shall not constitute an Event of Default, provided that Interest shall accrue at the rate of fifteen percent (15%) until all accrued and payable Interest thereof is paid in full. (b) Maker shall be dissolved or shall make an assignment of all or substantially all of its assets for the benefit of creditors; or shall have a receiver, custodian, trustee, conservator or similar official appointed for all or any material portion all its property, business or assets. (c) Any case or proceeding under any bankruptcy, insolvency, receivership, reorganization, moratorium or similar law for the relief or benefit or debtors shall be commenced by or against Maker (provided that if such case or proceeding is not paid commenced by Maker or consented to or acquiesced in full within ten by Maker, the same remains undismissed for a period of thirty (1030) days). (d) Maker shall admit in writing its inability to pay its debts as they become due; provided, however, that any such admission to which Payee has consented in advance in writing shall not constitute an Event of Default. (e) Maker shall be in material breach or violation of any of its representations, warranties, covenants and other agreements set forth in this Note or the Security Agreement or any of its binding, representations, warranties, covenants and other agreements set forth in the other Transaction Documents (as defined in that certain contribution agreement, dated as of August ___, 2001, by and among E-Sync Networks, LLC, Maker and Payee), and if the same is curable, such breach or violation shall continue for twenty (20) days after the same (i) Maker is due, regardless of how such amount may have become due; given written notice thereof or (bii) there if earlier, Maker otherwise becomes aware of such breach or violation. (f) That certain Master Services Agreement, dated of even date herewith, by and between CRC Management Services, Inc., a New York corporation and an affiliate of Payee, and Maker, shall occur be terminated by any party other than Payee or any of its affiliates. (g) Any judgment shall be entered against Maker in the amount of at least fifty thousand dollars ($50,000) and such judgment shall not, within twenty (20) days thereafter, have been discharged in full or stayed pending appeal. (h) Maker shall sell or otherwise dispose of all or any material portion of its property, business or assets other than in the ordinary course of business (other than as contemplated by the Transaction Documents). (i) An Event of Default (as such term is defined in the Loan Security Agreement)) shall have occurred. Upon the occurrence occurrence, and at any time during the continuance, of a any Event of Default, Payee, at Payee's option and without the holder hereof shall have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note at once due and payable (and upon such acceleration, the same shall be at once due and payable without presentationneed for presentment, demand, protest or other notice of any kind, which are may declare all hereby waived by Makerunpaid principal hereof and Interest hereunder to be immediately due and payable, and this Note the same shall thereafter bear interest at become immediately due and payable upon such declaration; provided, however, that upon the Past Due Rate)occurrence of an Event of Default as set forth in clause (b) or (c) above, to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at law or in equity. All of the rights, remedies, powers and privileges (together, "RIGHTS") of the holder hereof provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by the holder hereof to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due hereunder shall become immediately due and payable at without any declaration on the time part of such paymentPayee and without the need for presentment, shall not ( constitute a waiver of demand, protest or impair or extinguish the right of the holder hereof to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise notice of any such Right, or ( constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. If any holder of this Note retains an attorney in connection with any Default or at the Maturity Date or to collect, enforce or defend this Note or any other Loan Document in any lawsuit, at trial, or in any appellate, probate, reorganization, bankruptcy or other proceeding, or if Maker sues any holder in connection with this Note or any other Loan Document and does not prevail, then Maker agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender under the Loan Documents, all reasonable costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including without limitation reasonable attorneys' fees, paralegals' fees and costskind.

Default; Acceleration. It If any of the following events (each an "Event of Default") shall occur and be continuing for any reason whatsoever (whether such occurrence shall be a default voluntary or involuntary or come about or be effected by operation of law or otherwise): ("DEFAULT"i) under this the Company shall fail to pay any principal of or premium, if any, on the Senior Subordinated Note when due, or shall fail to pay any interest thereon or any other amount payable hereunder within five (5) days of the date due, in the event that: either case whether due at stated maturity, upon acceleration or notice of optional prepayment or otherwise; or (a) The Company or any Subsidiary shall fail to pay when due (upon maturity, acceleration or otherwise) any principal, premium, fee or interest or other similar amount in an individual or aggregate amount exceeding $3,000,000 on any obligations for borrowed money outstanding beyond any applicable period of money due under this Note is not paid in full within ten (10) days after the same is duegrace, regardless of how such amount may have become due; or (b) there any other breach, default or event of default under any instrument or agreement relating to any obligations for borrowed money of the Company or any Subsidiary shall occur occur, and the effect of any such breach or default is to cause, or to permit the Purchaser or the holder of such obligations for borrowed money to cause an aggregate amount exceeding $3,000,000 to become or be declared due prior to its stated maturity (or the stated maturity of any underlying obligation, as the case may be), and such breach or default shall not have been cured within any applicable period of grace; or (iii) any representation or warranty or other statement made in any Officer's Certificate or by any Executive Officer or by the Company in this Agreement, any other Credit Document or in any written certificate, instrument or report furnished in compliance with or in reference to this Agreement or any other Credit Document shall be false in any material respect on the date as of which made or renewed; or (iv) the Company or any Subsidiary shall fail duly and punctually to perform or observe any other provision of this Agreement or any other Credit Document and such default with respect to such other provision shall not have been corrected or waived within 30 days after any Executive Officer has knowledge thereof or the Company receives notice thereof from the Purchaser; or (v) the Company, or any Subsidiary shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any bankruptcy case shall be commenced voluntarily by or involuntarily against the Company or any Subsidiary or any other proceeding shall be instituted voluntarily by or involuntarily against the Company or any Subsidiary seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its Property and, in the case of any such case or proceeding instituted against it (but not instituted by it) that is being diligently contested by it in good faith, either such proceeding shall remain undismissed or unstayed for a period of sixty (60) days or any of the actions or relief sought in such proceeding (including, without limitation, the entry of an order for relief against it, or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its Property) shall occur; or the board of directors of the Company or any Subsidiary shall authorize it to take, or the Company or any Subsidiary shall take any actions in furtherance of, any of the actions described in this Section 9A(v); or (vi) any judgments or orders (or series of related judgments or orders) (other than any such judgments or orders (or series of related judgments or orders) that do not equal or exceed in aggregate $3,000,000) shall be entered or filed against the Company or any Subsidiary or their respective Properties and shall remain undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days, or by the date five (5) days prior to the date of any proposed sale thereunder; or (vii) any provision of this Agreement or any other Credit Document shall for any reason cease to be valid and binding on or be enforceable against the Company, or the Company shall state in writing that any provision of this Agreement or any other Credit Document to which it is a party is not valid and binding on or enforceable against it in any respect. then (a) upon the occurrence of any Event of Default (as such term is defined described in the Loan AgreementSection 9A(v). Upon the occurrence of a Default, the holder hereof shall have the right to declare the unpaid principal balance amount of the Senior Subordinated Note, together with accrued interest thereon and accrued but unpaid interest on this Note at once due and payable (and upon such accelerationtogether with the Yield-Maintenance Premium, the same if any, with respect thereto, shall be at once automatically become due and payable without presentationpresentment, demand, protest or other notice of any kind, all of which are all hereby waived by Makerthe Company, and this Note shall thereafter bear interest at (b) upon the Past Due Rate), to foreclose any liens occurrence and security interests securing payment hereof and to exercise any during the continuance of its other rights, powers and remedies under this Note, under any other Loan DocumentEvent of Default, the Purchaser may, at its option and in addition to any other right, power or at remedy permitted by law or in equity. All of , by notice in writing to the rightsCompany, remedies, powers and privileges (together, "RIGHTS") of declare the holder hereof provided for in this Senior Subordinated Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereofbe, and every Right may the Senior Subordinated Note shall thereupon be exercised at any time and from time to time. No failure by the holder hereof to exercisebecome, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts immediately due and payable at together with interest accrued thereon and together with the time of such paymentYield-Maintenance Premium, shall not ( constitute a waiver of if any, with respect thereto, without presentment, demand, protest or impair or extinguish the right of the holder hereof to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise notice of any such Right, or ( constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. If any holder of this Note retains an attorney in connection with any Default or at the Maturity Date or to collect, enforce or defend this Note or any other Loan Document in any lawsuit, at trial, or in any appellate, probate, reorganization, bankruptcy or other proceeding, or if Maker sues any holder in connection with this Note or any other Loan Document and does not prevail, then Maker agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender under the Loan Documentskind, all reasonable costs and expenses incurred of which are hereby waived by such holder in trying to collect this Note or in any such suit or proceeding, including without limitation reasonable attorneys' fees, paralegals' fees and coststhe Company.

Default; Acceleration. It The occurrence of any of the following shall be a default (constitute an "DEFAULTEvent of Default") under this Note in the event that: : (a) Maker shall fail to make any payment of any principal, interest Interest or other amount of money when due under this Note or the First Installment Note; provided, however, that the failure of Maker to make any payment of Interest due under this Note during the period prior to the third anniversary of the date of this Note shall not constitute an Event of Default, provided that Interest shall accrue at the rate of fifteen percent (15%) until all accrued and payable Interest thereof is paid in full. (b) Maker shall be dissolved or shall make an assignment of all or substantially all of its assets for the benefit of creditors; or shall have a receiver, custodian, trustee, conservator or similar official appointed for all or any material portion all its property, business or assets. (c) Any case or proceeding under any bankruptcy, insolvency, receivership, reorganization, moratorium or similar law for the relief or benefit or debtors shall be commenced by or against Maker (provided that if such case or proceeding is not paid commenced by Maker or consented to or acquiesced in full within ten by Maker, the same remains undismissed for a period of thirty (1030) days). (d) Maker shall admit in writing its inability to pay its debts as they become due; provided, however, that any such admission to which Payee has consented in advance in writing shall not constitute an Event of Default. (e) Maker shall be in material breach or violation of any of its representations, warranties, covenants and other agreements set forth in this Note, the First Installment Note or the Security Agreement or any of its binding representations, warranties, covenants and other agreements set forth in the other Transaction Documents (as defined in that certain contribution agreement, dated as of [August ___, 2001], by and among E-Sync Networks, LLC, Maker and Payee), and if the same is curable, such breach or violation shall continue for twenty (20) days after the same (i) Maker is due, regardless of how such amount may have become due; given written notice thereof or (bii) there if earlier, Maker otherwise becomes aware of such breach or violation. (f) That certain Master Services Agreement, dated of even date herewith, by and between CRC Management Services, Inc., a New York corporation and an affiliate of Payee, and Maker, shall occur be terminated by any party other than Payee or any of its affiliates. (g) Any judgment shall be entered against Maker in the amount of at least fifty thousand dollars ($50,000) and such judgment shall not, within twenty (20) days thereafter, have been discharged in full or stayed pending appeal. (h) Maker shall sell or otherwise dispose of all or any material portion of its property, business or assets other than in the ordinary course of business (other than as contemplated by the Transaction Documents). (i) An Event of Default (as such term is defined in the Loan Security Agreement)) shall have occurred. Upon the occurrence occurrence, and at any time during the continuance, of a any Event of Default, Payee, at Payee's option and without the holder hereof shall have the right to declare the unpaid principal balance and accrued but unpaid interest on this Note at once due and payable (and upon such acceleration, the same shall be at once due and payable without presentationneed for presentment, demand, protest or other notice of any kind, which are may declare all hereby waived by Makerunpaid principal hereof and Interest hereunder to be immediately due and payable, and this Note the same shall thereafter bear interest at become immediately due and payable upon such declaration; provided, however, that upon the Past Due Rate)occurrence of an Event of Default as set forth in clause (b) or (c) above, to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at law or in equity. All of the rights, remedies, powers and privileges (together, "RIGHTS") of the holder hereof provided for in this Note and in any other Loan Document are cumulative of each other and of any and all other Rights at law or in equity. The resort to any Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, or preclude any other or further exercise thereof, and every Right may be exercised at any time and from time to time. No failure by the holder hereof to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of this Note, shall be construed as a waiver of any Default or as a waiver of the Right. Without limiting the generality of the foregoing provisions, the acceptance by the holder hereof from time to time of any payment under this Note which is past due or which is less than the payment in full of all amounts due hereunder shall become immediately due and payable at without any declaration on the time part of such paymentPayee and without the need for presentment, shall not ( constitute a waiver of demand, protest or impair or extinguish the right of the holder hereof to accelerate the maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior exercise notice of any such Right, or ( constitute a waiver of the requirement of punctual payment and performance or a novation in any respect. If any holder of this Note retains an attorney in connection with any Default or at the Maturity Date or to collect, enforce or defend this Note or any other Loan Document in any lawsuit, at trial, or in any appellate, probate, reorganization, bankruptcy or other proceeding, or if Maker sues any holder in connection with this Note or any other Loan Document and does not prevail, then Maker agrees to pay to each such holder, in addition to principal, interest and any other sums owing to Lender under the Loan Documents, all reasonable costs and expenses incurred by such holder in trying to collect this Note or in any such suit or proceeding, including without limitation reasonable attorneys' fees, paralegals' fees and costskind.