Common use of Default Provisions Clause in Contracts

Default Provisions. (a) The Line of Credit Note shall forthwith become due and payable, without presentment, protest, demand or notice of any kind, if Debtor becomes insolvent (including in said term an inability to pay its debts as they mature) or bankrupt, or makes an assignment for the benefit of its creditors, or consents to the appointment of a trustee or receiver of all or a substantial part of its properties or such appointment is made without its consent, or if bankruptcy, reorganization, arrangement, receivership or liquidation proceedings are instituted by or against Debtor; (b) Secured Party may at its option declare the Line of Credit Note due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any kind in any of the following cases: (i) If any payment of principal or interest or any other payment required by the terms hereof or by the Line of Credit Note or by any other instrument, agreement or document executed and delivered to Secured Party pursuant to the terms hereof shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default; (ii) If any payment of principal or interest or any other payment required by any of the obligations of Debtor for money borrowed by it from any third Person shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default; (iii) If any warranty or representation by Debtor contained herein or in any related agreement, instrument or document, or in any, statement furnished by Debtor to Secured Party, proves incorrect in any respect; (iv) If default exists in the due observance of any of the covenants or agreements of Debtor set forth in this Agreement, or in any other agreement, instrument or document executed and delivered to Secured Party pursuant to the terms of this Agreement; (v) If a judgment is entered against Debtor and remains unsatisfied for a period of thirty (30) days.

Default Provisions. (a) The Term Loan Note, the Line of Credit Note and the Revolver/Term Note shall forthwith become due and payable, without presentment, protest, demand or notice of any kind, if Debtor becomes insolvent (including in said term an inability to pay its debts as they mature) or bankrupt, or makes an assignment for the benefit of its creditors, or consents to the appointment of a trustee or receiver of all or a substantial part of its properties or such appointment is made without its consent, or of if bankruptcy, reorganization, arrangement, receivership or liquidation proceedings are instituted by or against Debtor; (b) Secured Party may at its option declare the Term Loan Note, the Line of Credit Note and the Revolver/Term Note due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any kind in any of the following cases: (i) If any payment of principal or interest or any other payment required by the terms hereof or by the Term Loan Note, the Line of Credit Note Note, the Revolver/Term Note, or by any other instrument, agreement or document executed and delivered to Secured Party pursuant to the terms hereof shall not be fully paid when demand (to the extent the same is payable on demand) is made for the payment of the same or within ten (to the extent payable on demand10) or when days after the same shall fall due, or due if any of said obligations shall become or be declared in defaultpayable other than on demand; (ii) If any payment of principal or interest or any other payment required by any of the obligations of Debtor for money borrowed by it from any third Person shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default; (iii) If any warranty or representation by Debtor contained herein or in any related agreement, instrument or document, or in any, any statement furnished by Debtor to Secured Party, Party proves incorrect in any respect; (iv) If default exists in the due observance of any of the covenants or agreements of Debtor set forth in this Agreement, or in any other agreement, instrument or document executed and delivered to Secured Party pursuant to the terms of this Agreement; (v) If a judgment is entered against Debtor and remains unsatisfied for a period of thirty (30) days.

Default Provisions. (a) The Line of Credit Note Notes shall forthwith become immediately due and payable, and Borrower's eligibility to request any further advances on account of the Revolving Credit Loan or to request the issuance of additional Letters of Credit shall automatically terminate, without presentment, protest, demand or notice of any kind, if Debtor Borrower or any of the Guarantors becomes insolvent (including in said term either a negative Tangible Net Worth or an inability to pay its their respective debts as they mature) or bankrupt, or makes an assignment for the benefit of its their respective creditors, or consents to the appointment of a trustee or receiver of all or a substantial part of its their respective properties or such appointment is made without its their consent, or if bankruptcy, reorganization, arrangement, receivership or liquidation proceedings are instituted by or against DebtorBorrower or any of the Guarantors, and any involuntary bankruptcy proceeding is not dismissed within sixty (60) days of the filing of same; (b) Secured Party may Lender may, at its option option, declare the Line of Credit Note Notes due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any kind in any of the following cases: (i) If any payment of principal or interest or any other payment required by the terms hereof Notes or by the Line terms of Credit Note or by any other instrument, agreement or document executed and delivered to Secured Party pursuant to of the terms hereof Loan Documents shall not be fully paid when demand (to the extent the same is payable on demand) is made for the payment of the same or within ten (10) days after the same shall fall due if payable other than on demand; (ii) If any payment of principal or interest or any other payment required by any of the obligations of Borrower or any of the Guarantors for any other money borrowed by Borrower or any of the Guarantors from Lender or for money borrowed by Borrower or any of the Guarantors from any third person in excess of the aggregate sum of $250,000.00 shall not be {W1772792;7} fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default; default (ii) If any payment of principal or interest or any other payment required by any of the obligations of Debtor for money borrowed by it from any third Person shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in defaultand all applicable cure and/or grace periods have expired); (iii) If any warranty or representation by Debtor Borrower or any of the Guarantors contained herein in the Loan Documents or in any related agreement, instrument or document, or in any, statement furnished by Debtor Borrower or any of the Guarantors to Secured Party, Lender proves incorrect in any material respect; (iv) If default exists in the due observance of any of the covenants or agreements of Debtor Borrower or any of the Guarantors set forth in this Agreement, or in any other agreement, instrument or document executed and delivered to Secured Party pursuant to of the terms of this AgreementLoan Documents; (v) If a final unappealable judgment (not covered by insurance) in an amount in excess of $250,000.00 is entered against Debtor Borrower or any of the Guarantors and remains unsatisfied for a period of thirty (30) calendar days; (vi) If Borrower or any of the Guarantors is voluntarily or involuntarily dissolved, or take any action to effect a dissolution, ceases to conduct business; (vii) If the Liens granted by Borrower to Lender in the Collateral pursuant to the Security Agreement shall cease to be continuing first priority Liens, or if an Event of Default shall occur under the terms of the Security Agreement; (viii) If any Guaranty shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part, or the validity or enforceability of any Guaranty shall be challenged or denied by any Guarantor; (ix) If Borrower suffers a net loss on a consolidated basis, as determined in accordance with GAAP consistently applied, in any three (3) consecutive fiscal quarters; or (x) If any "Change in Control" (as defined below) occurs. As used herein, the term "Change in Control" shall mean the happening of any of the following: (A) When any "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), other than Borrower or any Affiliate of Borrower, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Borrower representing more than twenty percent (20.0%) of the combined voting power of either (I) the then outstanding shares of common stock of Borrower (the "Outstanding Common Stock") or (II) the then outstanding voting securities of Borrower entitled to vote generally in the election of directors (the "Voting Securities"); or (B) Individuals who, at the beginning of any twenty-four (24) month period, constitute the Directors of Borrower (the "Incumbent Board") cease for any reason to constitute at least a majority of the Directors or cease to be able to exercise the powers of the majority of the Board of Directors, provided that any individual becoming a director {W1772792;7} subsequent to the beginning of such period whose election or nomination for election by Borrower's stockholders was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of Directors of Borrower (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Consummation by Borrower of a reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or substantially all of the individuals or entities who were the respective beneficial owners of the Outstanding Common Stock and Voting Securities immediately prior to such Business Combination do not, following consummation of all transactions intended to constitute part of such Business Combination, beneficially own, directly or indirectly, more than seventy-five percent (75.0%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation, business trust or other entity resulting from or being the surviving entity in such Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination of the Outstanding Common Stock and Voting Securities, as the case may be; or (D) Consummation of a complete liquidation or dissolution of Borrower or sale or other disposition of all or substantially all of the assets of Borrower other than to a corporation, business trust or other entity with respect to which, following consummation of all transactions intended to constitute part of such sale or disposition, more than seventy-five percent (75.0%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote in the election of directors, as the case may be, is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Voting Securities, immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Common Stock and Voting Securities, as the case may be, immediately prior to such sale or disposition. Notwithstanding the foregoing, an Event of Default shall not occur hereunder if any one of the foregoing Events of Default involves a Guarantor whose assets, on a consolidated basis, do not represent ten percent (10.0%) or more of the consolidated assets of Borrower and the Consolidated Subsidiaries as of the date that such Event of Default occurs.

Default Provisions. If any of the following events (an "Event of Default") shall occur and be continuing: (a) The Line the Maker shall fail to pay the principal of, or shall fail to pay any interest on, this Note when due; (b) the Maker shall (i) apply for or consent to the appointment of Credit Note shall forthwith a receiver, trustee, liquidator, custodian or similar official for itself or any of its properties or assets; (ii) make a general assignment for the benefit of creditors; (iii) become due and payablebankrupt or insolvent; (iv) commence a voluntary case for relief as a debtor under the United States Bankruptcy Code or under any analogous provision of applicable United States or foreign law or file a petition or an answer seeking reorganization, without presentment, protest, demand an arrangement with creditors or notice to take advantage of any kindother present or future applicable United States or foreign law respecting bankruptcy, if Debtor becomes insolvent reorganization, insolvency, readjustment of debts, dissolution, liquidation or relief of debtors; (including v) file any answer admitting the material allegations of a petition under such law; (vi) be unable to pay or admit in said term an writing its inability to pay its debts generally as they maturebecome due; or (vii) take any action for the purpose of effecting any of the foregoing; (i) any case, proceeding or bankruptother action shall be commenced against the Maker, or makes a substantial part of the Maker's properties or assets, under the United States Bankruptcy Code or under any analogous provision of United States or foreign law, and such case, proceeding or other action shall remain undismissed for any period of sixty (60) days; or (ii) an assignment for order, judgment or decree shall be entered without the benefit application, approval or consent of its creditorsthe Maker by any court of competent jurisdiction, approving a petition seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or consents similar relief with respect to the appointment of a trustee Maker or receiver of all or a substantial part of its the Maker's properties or such appointment is made without its consentassets, or if bankruptcyappointing a receiver, reorganizationtrustee, arrangementliquidator, receivership custodian or liquidation proceedings are instituted by other official of the Maker or against Debtorall or a substantial part of the Maker's properties or assets, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) days; (bd) Secured Party may at its option declare the Line of Credit Note due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand one or notice of any kind in any of the following cases: (i) If any payment of principal or interest or any other payment required by the terms hereof or by the Line of Credit Note or by any other instrument, agreement or document executed and delivered to Secured Party pursuant to the terms hereof shall not be fully paid when demand is made more judgments for the payment of money in excess of an aggregate of Fifty Thousand Dollars (US$50,000) shall be rendered against the same (to the extent payable on demand) or when Maker and the same shall fall due, or if any of said obligations shall become or be declared in default; (ii) If any payment of principal or interest or any other payment required by any of the obligations of Debtor for money borrowed by it from any third Person shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default; (iii) If any warranty or representation by Debtor contained herein or in any related agreement, instrument or document, or in any, statement furnished by Debtor to Secured Party, proves incorrect in any respect; (iv) If default exists in the due observance of any of the covenants or agreements of Debtor set forth in this Agreement, or in any other agreement, instrument or document executed and delivered to Secured Party pursuant to the terms of this Agreement; (v) If a judgment is entered against Debtor and remains unsatisfied remain undischarged for a period of thirty sixty (3060) days during which execution shall not be effectively stayed or contested in good faith; or (e) the Maker shall be dissolved or liquidated, or shall submit any application or other document to any authority for the purpose of dissolving or liquidating the Maker or of commencing the dissolution or liquidation of the Maker, or an action or administrative proceeding is commenced against the Maker for its dissolution or liquidation which shall remain undismissed for any period of sixty (60) days, or the Maker shall state in writing its intention to dissolve or liquidate; then, or at any time thereafter during the continuance of any such Event of Default, with regard to (b) or (c) above this Note shall automatically be accelerated and with regards to (a), (d) and (e) above, the Holder may, upon written notice to the Maker, accelerate this Note and declare the same to be forthwith due and payable as to both principal and interest, in all cases without presentation, demand, protest or other notice of any kind, all of which hereby are expressly waived by the Maker, anything contained herein to the contrary notwithstanding. The Maker agrees to reimburse the Holder for all reasonable expenses, including, without limitation, reasonable attorneys' fees and costs, incurred by the Holder to enforce the provisions of this Note and to collect the Maker's obligations hereunder.

Default Provisions. Upon the occurrence of any one or more of the following events (herein called “Events of Default”), whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law, pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body: (a) The Line the entry of Credit a decree or an order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary case under the federal bankruptcy law, as now or hereafter constituted, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days, or (b) the commencement by the Company of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or the consent by the Company to the entry of a decree or order for relief in an involuntary case under such law, or (c) the appointment of a receiver for Summit Community Bank, the Company’s wholly-owned subsidiary, then the Holder of this Note, at any time thereafter that such Event of Default is continuing, by notice in writing mailed or delivered to the Company, declare the unpaid principal of all this Note and all interest then accrued, but unpaid, on such Note immediately due and payable, and such principal and interest shall forthwith thereupon become and be immediately due and payable, without presentmentpresentation, demand, protest, demand or notice of protest or other notice of dishonor, all of which are hereby expressly waived by the Company. In case any kindone or more defaults under this Note shall occur and be continuing, if Debtor becomes insolvent (including the Holder of this Note may, to the extent permitted by law, proceed to protect and enforce the rights of such Holder either by suit in said term an inability to pay its debts as they mature) equity and/or by action at law, whether for the specific performance of any covenant or bankruptagreement contained in this Note or in the aid of the exercise of any power granted in this Note, or makes an assignment for the benefit of its creditors, or consents proceed to the appointment of obtain a trustee or receiver of all or a substantial part of its properties or such appointment is made without its consent, or if bankruptcy, reorganization, arrangement, receivership or liquidation proceedings are instituted by or against Debtor; (b) Secured Party may at its option declare the Line of Credit Note due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any kind in any of the following cases: (i) If any payment of principal or interest judgment or any other payment required by relief whatsoever appropriate to the terms hereof action or by the Line of Credit Note proceeding, or by proceed to enforce any other instrument, agreement legal or document executed and delivered to Secured Party pursuant to the terms hereof shall not be fully paid when demand is made for the payment equitable right of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default; (ii) If any payment of principal or interest or any other payment required by any of the obligations of Debtor for money borrowed by it from any third Person shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default; (iii) If any warranty or representation by Debtor contained herein or in any related agreement, instrument or document, or in any, statement furnished by Debtor to Secured Party, proves incorrect in any respect; (iv) If default exists in the due observance of any of the covenants or agreements of Debtor set forth in this Agreement, or in any other agreement, instrument or document executed and delivered to Secured Party pursuant to the terms Holder of this Agreement; (v) If a judgment is entered against Debtor and remains unsatisfied for a period of thirty (30) daysNote.

Default Provisions. (a) The Line of Credit Note shall forthwith become due and payable, without presentment, protest, demand demand, or notice of any kind, if Debtor becomes insolvent (including in said term an inability to pay its debts as they mature) or bankrupt, or makes an assignment for the benefit of its creditors, or consents to the appointment of a trustee or receiver of all or a substantial part of its properties or such appointment is made without its consent, or if bankruptcy, reorganization, arrangement, receivership receivership, or liquidation proceedings are instituted by or against Debtor;, (b) Secured Party may at its option declare the Line of Credit Note due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand demand, or notice of any kind in any of the following cases: (i) If any payment of principal or interest or any other payment required by the terms hereof or by the Line of Credit Note or by any other instrument, agreement or document executed and delivered to Secured Party pursuant to the terms hereof shall not be fully paid when demand (to the extent the same is payable on demand) is made for the payment of the same or within ten (to the extent payable on demand10) or when days after the same shall fall due, or due if any of said obligations shall become or be declared in defaultpayable other than on demand; (ii) If any payment of principal or interest or any other payment required by any of the obligations of Debtor for money borrowed by it from any third Person shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default; (iii) If any warranty or representation by Debtor contained herein or in any related agreement, instrument or document, or in any, any statement furnished by Debtor to Secured Party, Party proves incorrect in any respect; (iv) If default exists in the due observance of any of the covenants or agreements of Debtor set forth in this Agreement, or in any other agreement, instrument or document executed and delivered to Secured Party pursuant to the terms of this Agreement;, or (v) If a judgment is entered against Debtor and remains unsatisfied for a period of thirty (30) days." 2. Debtor represents and warrants to Secured Party that all of the representations and warranties Debtor has set forth in the Loan Agreement, as amended hereby, are true and correct and are hereby remade. 3. Except as modified herein, all other items, provisions, and conditions of the Loan Agreement remain unmodified and are in full force and effect. 4. DEBTOR ACKNOWLEDGES THAT THE TRANSACTIONS DESCRIBED HEREIN ARE COMMERICAL TRANSACTIONS AND WAIVES ITS RIGHTS TO NOTICE AND HEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, OR AS OTHERWISE ALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH SECURED PARTY MAY DESIRE TO USE, AND FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST, AND NOTICE OF PROTEST, AND NOTICE OF ANY RENEWALS OR EXTENSIONS OF THE NOTE, AND ALL RIGHTS UNDER ANY STATUTE OF LIMITATIONS. 5. DEBTOR HEREBY WAIVES TRIAL BY JURY IN ANY COURT AND IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE FINANCING TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART AND/OR THE ENFORCEMENT OF ANY OF SECURED PARTY'S RIGHTS AND REMEDIES. DEBTOR ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.

Default Provisions. (a) The Line This Lease is also made upon the condition that if the Lessee shall neglect or fail to perform or observe any of Credit Note shall forthwith become due and payable, without presentment, protest, demand the covenants herein contained on the Lessee's part to be performed or notice of any kind, if Debtor becomes insolvent (including in said term an inability to pay its debts as they mature) or bankruptobserved, or makes if the estate hereby created shall be taken on execution, attachment or by other process of law, or if the Lessee shall make or offer to make, in or out of bankruptcy, a composition of the Lessee's debts with the Lessee's creditors or if Lessee shall fail to observe any obligation of Lessor (other than the payment of rent under the Master Lease) that Lessor holds to Master Lessor under the terms and provisions of the Master Lease or if the Lessee shall execute a trust mortgage or if the Lessee shall make an assignment for the benefit of its creditors, or consents if the Lessee shall commit any act which when done is an act of bankruptcy laws (Federal, State or otherwise), then, and in any of the said cases (notwithstanding any license of any former breach of covenant or waiver of the benefit hereof or consent in a former instance), the Lessor and the agents and servants of the Lessor lawfully may, in addition to and not in derogation of any remedies for preceding breach of covenant, immediately or at any time thereafter and without demand or notice and with or without process of law (forcibly if necessary) enter into and upon the Leased Premises or any part thereof in the name of the whole and repossess the same as of the Lessor's former estate and expel the Lessee and those claiming through or under the Lessee and remove the effects of both or either (forcibly, if necessary) without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and upon entry as aforesaid, the Lessee's estate shall end, the Lessee hereby waiving all statutory rights; and the Lessee covenants with the Lessor that in case of such termination, or of termination under statute by reason of default on the part of the Lessee, the Lessee will pay to the Lessor, in equal monthly installments in advance, sums equal to the rent herein provided for, or if the Leased Premises have been relet, sums equal to the excess of the rent herein provided over the sums actually received by the Lessor, such sums being payable all as liquidated damages for the unexpired term hereof. And it is also agreed as a further condition of this Lease that if any proceedings are instituted in a court of competent jurisdiction for relief or composition of the Lessee's debts under any bankruptcy law (including, without limitation of the foregoing generality, adjudication of the Lessee as a bankrupt), or for the dissolution or liquidation of the Lessee, or for the appointment of a receiver, trustee or receiver other similar officer to take charge of all or a substantial part of its properties the Lessee's property or such appointment is made without its consentto wind up the Lessee's affairs, or if bankruptcythen, reorganization, arrangement, receivership or liquidation unless said proceedings are instituted by dismissed, and any receiver, trustee or against Debtor; other similar officer appointed there discharged, within sixty (b60) Secured Party may at its option declare days after the Line institution of Credit Note due and payable whereupon such proceedings, the same shall be deemed to constitute a breach of this Lease and thereupon, ipso facto and without entry or other action by the Lessor, the Lessee's estate shall cease and be terminated and the Lessor shall immediately become due and payable forthwith, without presentment, protest, demand or notice of any kind in any entitled to recover of the following cases: (i) If any payment of principal or interest or any other payment required by Lessee, and the terms hereof or by Lessee agrees in such event to pay the Line of Credit Note or by any other instrumentLessor as liquidated damages for such breach, agreement or document executed and delivered to Secured Party pursuant an amount equal to the terms hereof shall not be fully paid when demand is made amount of the rent herein provided for the payment residue of the same (to term hereof less the extent payable on demand) or when fair rental value of the same shall fall due, or if any Leased Premises for the residue of said obligations shall become or be declared in default; (ii) If any payment of principal or interest or any other payment required by any term. For the purpose of the obligations of Debtor for money borrowed by it from any third Person shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default; (iii) If any warranty or representation by Debtor contained herein or in any related agreement, instrument or document, or in any, statement furnished by Debtor to Secured Party, proves incorrect in any respect; (iv) If default exists in the due observance of any of the covenants or agreements of Debtor set forth in this Agreement, or in any other agreement, instrument or document executed and delivered to Secured Party pursuant to the terms foregoing provisions of this Agreement; (v) If a judgment Paragraph, the expression "rent herein provided for" shall be deemed to include all items of additional rent or other charges or payments for which the Lessee is entered against Debtor and remains unsatisfied for a period responsible under any provision of thirty (30) daysthis Lease.

Default Provisions. (a) The Term Note and the Line of Credit Note shall forthwith become due and payable, without presentment, protest, demand or notice of any kind, if Debtor or any of the Guarantors (i) becomes insolvent (including in said term an inability to pay its debts as they maturemature),(ii) or bankrupt, or (iii) makes an assignment for the benefit of its its/his creditors, or (iv) consents to the appointment of a trustee or receiver of all or a substantial part of its its/his properties or such appointment is made without its its/his consent, or if (v) is the subject of any other voluntary or involuntary bankruptcy, reorganization, arrangement, receivership or liquidation proceedings are instituted by or against Debtorproceedings; (b) In addition, Secured Party may at its option declare the Term Note and Line of Credit Note due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any kind in any of the following cases: (i) If any payment of principal or interest or any other payment required by the terms hereof or by the Term Note, the Line of Credit Note or by any other instrument, agreement or document executed and delivered to Secured Party pursuant to the terms hereof Loan Document shall not be fully paid when demand is made for on the date payment of the same (to the extent payable on demand) or when the same shall fall be due, or if any of said obligations shall become or be declared in default; (ii) If any payment of principal or interest or any other payment payment, the amount of which exceeds $25,000.00, required by any of the obligations of Debtor for money borrowed by it from any third Person shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall be due, or if any of said obligations shall become or be declared in default; ; (iii) If any warranty or representation by Debtor or any of the Guarantors contained herein herein, in any other Loan Document or in any related agreement, instrument or document, or in any, statement furnished by Debtor or any of the Guarantors to Secured Party, Party proves incorrect in any material respect; (iv) If IMA issues shares of capital stock, or permits the transfer of shares of its capital stock, which results in the Guarantors, as a group, owning (on a fully diluted basis) less than 25% of the outstanding common stock of IMA; (ivv) If default exists in the due observance of any of the other duties, obligations, covenants or agreements of Debtor or any of the Guarantors set forth in this Agreement, Agreement or in any other agreementLoan Document, instrument and Debtor or document executed the Guarantors, as applicable, fail to cure such default within 15 days following receipt of written notice thereof from Secured Party; and delivered to Secured Party pursuant to the terms of this Agreement; (vvi) If a judgment for an amount in excess of $25,000.00 is entered against Debtor and remains unsatisfied for a period of thirty (30) 30 days.

Default Provisions. (a) The Line In the case of Credit Note shall forthwith become due and payable, without presentment, protest, demand or notice the happening of any kind, if Debtor becomes insolvent (including in said term an inability to pay its debts as they mature) or bankrupt, or makes an assignment for the benefit of its creditors, or consents to the appointment of a trustee or receiver of all or a substantial part of its properties or such appointment is made without its consent, or if bankruptcy, reorganization, arrangement, receivership or liquidation proceedings are instituted by or against Debtor; (b) Secured Party may at its option declare the Line of Credit Note due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any kind in any of the following cases:events (whether it shall be voluntary or involuntary or come about or be effected by any Law or otherwise) (each such event, an “Event of Default”): (ia) If any Any payment of principal or interest or any other payment required by the terms hereof any Note or by the Line terms of Credit Note any of the other Loan Documents shall not be fully paid when demand is made for the payment of the same (to the extent the same is payable on demand) or within five (5) Business Days of its due date if payable other than on demand (provided that such cure period shall not be available more than twice during any period of 12 consecutive months); (b) Any warranty or representation by any Obligor contained in the Loan Documents or in any report, certificate, financial statement or other instrument, agreement instrument furnished by any Obligor to Lender proves incorrect in any material respect when made or document executed and delivered to Secured Party furnished or when reaffirmed pursuant to Section 7(c); (c) Default exists in the terms hereof due observance of any of the covenants or agreements of any Obligor set forth in Sections 9(j), 9(m) or 9(n) or Article 10; (d) Default exists in the due observance of any of the covenants or agreements of any Obligor set forth in this Agreement (other than those specified in any of the other clauses contained in this Article 12) and such breach or default shall continue unremedied for a period of 10 days after Borrower’s receipt of notice of such breach or default; (e) Any payment of principal or interest or any other payment required by any of the obligations of any Obligor for any other money borrowed by any Obligor from Lender, or for money borrowed by any Obligor from any third person in excess of the aggregate sum of $25,000.00, shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared or may be declared in defaultdefault (and all applicable cure and grace periods have expired); (f) A final unappealable judgment (not covered by insurance) in an amount in excess of $50,000.00 is entered against any Obligor and shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal within 30 calendar days after entry or filing of such judgment; (g) Any Obligor is voluntarily or involuntarily dissolved, or takes any action to effect a dissolution; or any Obligor ceases to conduct business or suffers the loss or revocation of any license or permit now held or hereafter acquired by such Obligor which is necessary to the continued or lawful operation of its business; (h) Any Obligor (i) voluntarily commences any proceeding or file any petition seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency or similar Law, (ii) consents to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) applies for or consent to the employment of a receiver, trustee, custodian, sequestrator or similar official for any Obligor or for a substantial part of its property; (iv) files an answer admitting the material allegations of a petition filed against it in such proceeding, (v) makes a general assignment for the benefit of creditors, (vi) takes corporate action for the purpose of effecting any of the foregoing, (vii) becomes unable or admit in writing its inability or fail generally to pay its debts as they become due, or (viii) takes corporate action for the purpose of effecting any of the foregoing (i) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Obligor or of a substantial part of their respective property, under Title 11 of the United States Code or any other federal or state bankruptcy insolvency or similar Law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for any Obligor or for a substantial part of their property, or (iii) the winding-up or liquidation of Borrower and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for 30 days; (j) The Liens granted by Obligors to Lender in the Collateral cease to be continuing first priority Liens; (k) An Event of Default (as defined therein) occurs under any other Loan Document; (l) Any Loan Document shall for any reason cease to be in full force and effect without the prior written consent of Lender or in accordance with the terms thereof, or be declared null and void or unenforceable in whole or in part, or the validity or enforceability of any Loan Document shall be challenged or denied by any party thereto; (m) Any criminal proceeding is instituted in any court against any Obligor or any members of senior management of any Obligor, or the indictment of any Obligor or any members of senior management of any Obligor for any crime; (n) Any Obligor is enjoined, restrained, or in any way prevented by the order of any court or any administrative or regulatory agency, the effect of which order restricts Borrower from conducting all or any material part of its business; (o) Any Obligor or any Affiliate of any Obligor shall challenge or contest in any action, suit or proceeding the validity or enforceability of this Agreement, or any of the other Loan Documents, the legality or enforceability of any of the Obligations or the perfection or priority of any Lien granted to Lender; (p) If (1) any Person shall engage in any “prohibited transaction” (as defined in §406 of XXXXX xx §0000 of the Code) involving any Plan, (2) any failure to satisfy the minimum funding standard of §412 of the Code shall exist with respect to any Plan, or any Lien in favor of the PBGC or a Plan shall arise on the assets of Borrower or any ERISA Affiliate, (3) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan other than a Multiemployer Plan, which Reportable Event or commencement of proceedings or appointment of trustee is, in the reasonable opinion of Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (4) any Plan other than a Multiemployer Plan shall terminate for purposes of Title IV of ERISA, or (5) any Obligor or any ERISA Affiliate shall in the reasonable opinion of Lender be likely to incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan, and in each case in clauses (1) through (5) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of Lender, reasonably be expected to have a material adverse effect on the business, assets, properties, liabilities, operations, condition (financial or otherwise) or prospects of Borrower, individually, or Obligors taken as a whole; (q) Any change in the ownership of an aggregate of 50% or more of the Equity Interests of Borrower occurs; or (r) If any payment of principal two or interest or any other payment required by any more of the obligations of Debtor Current Executive Officers for money borrowed by it from any third Person shall not be fully paid when demand is made for reason to cease to have the payment of the same (to the extent payable on demand) or when the same shall fall duecorporate titles, or to cease to have and fulfill the responsibilities and duties in the management and operation of Obligors and their respective businesses, at least equal to those currently in effect, unless the second (or third, if applicable) such Current Executive Officer is replaced within sixty (60) days by a suitable person who is reasonably acceptable to Lender, then, at any time thereafter during the continuance of said obligations shall become any such event, Lender may, without notice to any Obligor, (i) terminate Borrower’s right to request and Lender’s obligation to make any further Advances and L/C Credit Extensions; (ii) declare the Notes, both as to principal and interest, and all other Obligations to be forthwith due and payable, without presentment, demand, protest or be declared in default; (iii) If other notice of any warranty or representation by Debtor kind, all of which are hereby expressly waived, anything contained herein or in the Notes to the contrary notwithstanding; and (iii) exercise any related agreement, instrument or document, or in any, statement furnished by Debtor all of the rights and remedies afforded to Secured Party, proves incorrect in any respect; (iv) If default exists Lender in the Loan Documents, by the UCC or otherwise possessed by Lender; provided, however, that if an event specified in Section 12(h) or (i) occurs, Borrower’s right to request and Lender’s obligation to make any further Advances and L/C Credit Extensions shall automatically terminate, the Notes, both as to principal and interest, and all other Obligations shall automatically become immediately due observance and payable, in each case without further act of any of the covenants or agreements of Debtor set forth in this Agreement, or in any other agreement, instrument or document executed and delivered to Secured Party pursuant to the terms of this Agreement; (v) If a judgment is entered against Debtor and remains unsatisfied for a period of thirty (30) daysLender.

Default Provisions. (a) The Line of Credit Note Notes shall forthwith become immediately due and payable, and Borrower's eligibility to request any further advances on account of the Amended and Restated Revolving Credit Loan or to request the issuance of additional Letters of Credit shall automatically terminate, without presentment, protest, demand or notice of any kind, if Debtor Borrower or any of the Guarantors becomes insolvent (including in said term either a negative Tangible Net Worth or an inability to pay its their respective debts as they mature) or bankrupt, or makes an assignment for the benefit of its their respective creditors, or consents to the appointment of a trustee or receiver of all or a substantial part of its their respective properties or such appointment is made without its their consent, or if bankruptcy, reorganization, arrangement, receivership or liquidation proceedings are instituted by or against DebtorBorrower or any of the Guarantors, and any involuntary bankruptcy proceeding is not dismissed within sixty (60) days of the filing of same; (b) Secured Party may Lender may, at its option option, declare the Line of Credit Note Notes due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any kind in any of the following cases: (i) If any payment of principal or interest or any other payment required by the terms hereof Notes or by the Line terms of Credit Note any of the Loan Documents shall not be fully paid when demand (to the extent the same is payable on demand) is made for the payment of the same or within ten (10) days after the same shall fall due if payable other than on demand; (ii) If any payment of principal or interest or any other payment required by any of the obligations of Borrower or any of the Guarantors for any other instrument, agreement money borrowed by Borrower or document executed and delivered to Secured Party pursuant to any of the terms hereof Guarantors from Lender or for money borrowed by Borrower or any of the Guarantors from any third person in excess of the aggregate sum of $250,000.00 shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default; default (ii) If any payment of principal or interest or any other payment required by any of the obligations of Debtor for money borrowed by it from any third Person shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in defaultand all applicable cure and/or grace periods have expired); (iii) If any warranty or representation by Debtor Borrower or any of the Guarantors contained herein in the Loan Documents or in any related agreement, instrument or document, or in any, statement furnished by Debtor Borrower or any of the Guarantors to Secured Party, Lender proves incorrect in any material respect; (iv) If default exists in the due observance of any of the covenants or agreements of Debtor Borrower or any of the Guarantors set forth in this Agreement, or in any other agreement, instrument or document executed and delivered to Secured Party pursuant to of the terms of this AgreementLoan Documents; (v) If a final unappealable judgment (not covered by insurance) in an amount in excess of $250,000.00 is entered against Debtor Borrower or any of the Guarantors and remains unsatisfied for a period of thirty (30) calendar days; (vi) If Borrower or any of the Guarantors is voluntarily or involuntarily dissolved, or take any action to effect a dissolution, ceases to conduct business; (vii) If the Liens granted by Borrower to Lender in the Collateral pursuant to the Security Agreement or the Liens granted by Borrower to Lender in the Real Property Collateral owned by it pursuant to the applicable Mortgages shall cease to be continuing first priority Liens, or if an Event of Default shall occur under the terms of the Security Agreement or under any such applicable Mortgage; (viii) If any Guaranty shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part, or the validity or enforceability of any Guaranty shall be challenged or denied by any Guarantor, if the Liens granted by any Guarantor to Lender in the Collateral covered by any Guarantor Security Agreement or the Liens granted by any Guarantor to Lender in the Real Property Collateral owned by such Guarantor pursuant to a Mortgage shall cease to be continuing first priority Liens, or if an Event of Default occurs under any Guarantor Security Agreement or under any applicable Mortgage; (ix) If Borrower suffers a net loss on a consolidated basis, as determined in accordance with GAAP consistently applied, in any three (3) consecutive fiscal quarters; or (x) If any "Change in Control" (as defined below) occurs. As used herein, the term "Change in Control" shall mean the happening of any of the following: (A) When any "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), other than Borrower or any Affiliate of Borrower, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Borrower representing more than twenty percent (20.0%) of the combined voting power of either (I) the then outstanding shares of common stock of Borrower (the "Outstanding Common Stock") or (II) the then outstanding voting securities of Borrower entitled to vote generally in the election of directors (the "Voting Securities"); or (B) Individuals who, at the beginning of any twenty-four (24) month period, constitute the Directors of Borrower (the "Incumbent Board") cease for any reason to constitute at least a majority of the Directors or cease to be able to exercise the powers of the majority of the Board of Directors, provided that any individual becoming a director subsequent to the beginning of such period whose election or nomination for election by Borrower's stockholders was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of Directors of Borrower (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Consummation by Borrower of a reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or substantially all of the individuals or entities who were the respective beneficial owners of the Outstanding Common Stock and Voting Securities immediately prior to such Business Combination do not, following consummation of all transactions intended to constitute part of such Business Combination, beneficially own, directly or indirectly, more than seventy-five percent (75%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation, business trust or other entity resulting from or being the surviving entity in such Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination of the Outstanding Common Stock and Voting Securities, as the case may be; or (D) Consummation of a complete liquidation or dissolution of Borrower or sale or other disposition of all or substantially all of the assets of Borrower other than to a corporation, business trust or other entity with respect to which, following consummation of all transactions intended to constitute part of such sale or disposition, more than seventy-five percent (75%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote in the election of directors, as the case may be, is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Voting Securities, immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Common Stock and Voting Securities, as the case may be, immediately prior to such sale or disposition. Notwithstanding the foregoing, an Event of Default shall not occur hereunder if any one of the foregoing Events of Default involves a Guarantor whose assets, on a consolidated basis, do not represent ten percent (10.0%) or more of the consolidated assets of Borrower and the Consolidated Subsidiaries as of the date that such Event of Default occurs.