Common use of Events of Default; Acceleration Clause in Contracts

Events of Default; Acceleration. Upon the occurrence of any of the following, the Mortgagee shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower (a) fails to observe or perform any other term of the note(s), the guaranty, or any other agreement evidencing the Debt, or (b) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Mortgagee; (3) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes an assignment for the benefit of Creditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adverse.

Events of Default; Acceleration. Upon The occurrence of any one or more of the occurrence following events shall constitute a default under this Agreement, each of the Loan Documents and the Obligations (collectively “Events of Default”): (1) if any statement, representation or warranty made by the Borrower or Guarantors in this Agreement or in any of the Loan Documents, or in connection with any of the same, or if any financial statement, report, schedule or certificate furnished by the Borrower or Guarantors or any of its officers or accountants to the Lender, shall prove to have been false or misleading when made, or subsequently becomes false or misleading, in any material respect (as determined in the Lender’s reasonable discretion); (2) default by the Borrower in payment on its due date of any principal or interest called for under any of the Loans or the Loan Documents, or of other amounts due under any other of the Obligations, or other event of default under the Loan Documents or the other Obligations, provided such default is not cured within any applicable grace period thereunder; (3) default by the Borrower in the performance or observance of any of the followingprovisions, terms, conditions, warranties or covenants of this Agreement, the Mortgagee shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, Loan Documents or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower (a) fails to observe or perform any other term of the note(s), the guaranty, or any other agreement evidencing the Debt, or (b) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Mortgagee; (3) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guarantyObligations; (4) the Mortgagor dissolution, termination of existence, merger or consolidation of the Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgageea sale of Borrower’s business, capital stock, or defaults under the terms Collateral not in the ordinary course of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgageebusiness; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower Guarantors shall (a) makes an apply for or consent to the appointment of a receiver, trustee or liquidator of it or any of its property, (b) make a general assignment for the benefit of Creditorscreditors, (bc) consents be adjudicated as bankrupt or insolvent, (d) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any law or statute or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute, or (e) offer or enter into any composition, extension or arrangement seeking relief or extension of its debts; (6) proceedings shall be commenced or an order, judgment or decree shall be entered, without the application, approval or consent of the Borrower, in or by any court of competent jurisdiction, relating to the bankruptcy, dissolution, liquidation, reorganization or the appointment of a custodian, receiver, trustee or trustee for itself liquidator of the Borrower or for Guarantors, or of all or a substantial part of its assets, and such proceedings, order, judgment or decree shall continue undischarged or unstayed for a period of sixty (c60) commences any proceeding under any bankruptcydays; (7) the Borrower’s inability to pay its debts as they mature or other insolvency, reorganization, liquidation, insolvency however defined and determined by the Lender in its sole discretion; or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed judgment for the Mortgagor or payment of money shall be rendered against the Borrower or that could have a material adverse effect upon the financial condition of Borrower and the same shall remain undischarged for a substantial part period of its assets without its consent and is thirty (30) days, during which period execution shall not removed within 60 be effectively stayed. Notwithstanding anything herein or in the other Loan Documents to the contrary, an Event of Default shall not be deemed to be occurring hereunder or under any Loan Documents during any period from (X) the date the Borrower files a registration statement on form S-1 for the purpose of an initial public offering until (Y) the earlier of (i) two business days after the appointmentdate such initial public offering is consummated, and (ii) the date the Borrower withdraws such registration statement (such period, the “IPO Preparation Period”); (9) proceedings provided that the Company is diligently pursuing an initial public offering during the IPO Preparation Period. Upon the occurrence of any Event of Default, the Lender’s commitment to make further Loans under the Loan Documents or any other agreement with the Borrower shall immediately cease and terminate and, at the election of the Lender, all of the Obligations of the Borrower to the Lender, either under this Agreement, the Loan Documents, or otherwise, will immediately become due and payable without further demand, notice or protest, all of which are commenced hereby expressly waived. Thereafter, the Lender may proceed to protect and enforce its rights, at law, in equity, or otherwise, against the Mortgagor Borrower, the Guarantors and any other endorser or Borrower guarantor of the Borrower’s Obligations, either jointly or severally, and may proceed to liquidate and realize upon any of its Collateral in accordance with the rights of a secured party under the Uniform Commercial Code, under any bankruptcyLoan Documents, reorganization, liquidationunder any other agreement between the Borrower and the Lender, or similar laws under any agreement between any guarantor or endorser of any jurisdictionthe Borrower’s Obligations to the Lender, and those proceedings remain undismissed for 60 days after commencement; or to apply the Mortgagor or proceeds thereof to payment of the Obligations of the Borrower consents to the commencement of those proceedings; (10) any judgment is entered against Lender in such order and in such manner as the Mortgagor or BorrowerLender, or any attachmentin its sole discretion, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adversedeems appropriate.

Events of Default; Acceleration. Upon Any one or more of the occurrence following shall constitute events of default hereunder: (a) default by Borrower in the payment or performance, when due or payable, of any of the following, the Mortgagee shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, or any other agreement evidencing the DebtObligations; (2) the Mortgagor or Borrower (a) fails to observe or perform any other term of the note(s), the guaranty, or any other agreement evidencing the Debt, or (b) makes the making by the Borrower of any materially incorrect or misleading representation in any financial statement or other information delivered misrepresentation to the MortgageeBank hereunder, or otherwise for the purpose of obtaining loan advances or an extension of same; (3c) there is a default under failure of the terms Borrower after request by the Bank to furnish promptly financial information or to permit promptly the inspection of books or records; (d) failure of Borrower to perform or observe any of the provisions of this Mortgage, Agreement or of any loan agreement, mortgage, security agreement, other instrument pertaining to the Obligations or other document executed as secured property (subject to a ten (10) day cure period after written notice from the Bank is received by the Borrower); (e) issuance of an injunction or attachment against property of the Borrower which the Bank in good faith considers materially adverse to such Borrower’s financial condition; (f) appointment of a receiver or liquidator of any part of the Debt transactionproperty of the Borrower, or if the management of Borrower is assumed by any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guarantysupervisory authority; (4g) the Mortgagor commencement by or against the Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes an assignment for the benefit of Creditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, arrangement, reorganization, liquidation, insolvency or similar laws law for the relief of debtors; (h) termination for any reason of Borrower’s membership in the Bank or its status as a nonmember mortgagee and/or state housing finance agency eligible for advances hereunder; (i) an event of default occurs under any PLEDGE AND SECURITY AGREEMENT between any affiliate of Borrower and Bank; (j) the occurrence of such a change in the condition or affairs (financial or otherwise) of the Borrower, or of an affiliate supplying secured property securing the Obligations, as in the good faith opinion of the Bank impairs the Bank’s security or increases its risk; or (k) if the Bank in good fxxxx xxxxx itself insecure. Upon occurrence of any jurisdiction; of the events of default and failure by the Borrower to cure within the applicable cure period, if any, any or all of the Obligations shall, at the option of the Bank and notwithstanding any time or credit allowed by any instrument evidencing or document relating to the Obligations, be immediately due and payable without notice or demand (8) a custodian, receiver, or trustee is appointed except for the Mortgagor events of default noted in Subsections (j) and (k) above, for which the Bank must give written notice to the Borrower). The Bank may then, without first resorting to any other property securing the Obligations from other parties (including, without limitation, property provided by any affiliate of Borrower), exercise any one or Borrower more of the rights and remedies granted pursuant to this Agreement and/or the Credit Policy and also exercise any or for all of the rights and remedies afforded to a substantial part secured party under the Uniform Commercial Code as enacted in Ohio or the Borrower’s state of its assets without its consent and is not removed within 60 days after operation or to the appointment; (9) proceedings are commenced against Bank under the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws Act. In case of any jurisdictionevent of default hereunder, Borrower agrees, upon the request of the Bank, to promptly dissolve or cause the dissolution of any subsidiary or affiliate providing secured property under a PLEDGE AND SECURITY AGREEMENT and those proceedings remain undismissed for 60 days the distribution of such secured property to Borrower. Upon repossession or recovery of the secured property by the Bank, it may, after commencement; or the Mortgagor or Borrower consents reasonable written notification to the commencement Borrower, sell the secured property at public or private sale, at which sale the Bank may become the purchaser. The proceeds of those proceedings; sale of the secured property shall be applied to the Obligations in such manner and order of priority as the Bank may determine. Pending any such action, the Bank may liquidate the secured property and/or continue to use and exercise rights of ownership pertaining to the secured property. Borrower does hereby make, constitute and appoint Bank as its true and lawful attorney-in-fact to deal with the secured property and, in the Borrower’s name and stead to sell, assign, collect, compromise, settle and release of record any portion of the secured property as fully as Borrower could do if acting for itself. The Borrower hereby agrees to be liable to the Bank for any deficiency that may result upon such liquidation and sale of the secured property and waives all claims for damages by reason of any seizure, repossession, retention, use or sale of said secured property. The requirement of reasonable notice, if necessary, shall be met if such notice is mailed, postage prepaid, to the first of the places of business of the Borrower shown in this Agreement at least ten (10) days before the time of the sale or other disposition. While exercising its rights as a secured party hereunder, including use and receipt of benefits from the secured property, and provided the Bank’s actions are commercially reasonable under the circumstances or do not constitute negligence or willful misconduct, the Bank shall not be liable in any judgment is entered against fashion to the Mortgagor Borrower or third party (including without limitation Borrower’s customers or shareholders) for any damages arising from such use, or any attachmentobligations, levy, duties or garnishment is issued against any property liabilities of the Mortgagor Borrower in connection therewith (including without limitation Borrower’s contracts, agreements, guarantees, commitments or Borrower; (11) any proceedings are instituted warranties). Each of the rights, powers and remedies provided herein or now or hereafter existing at law or in equity or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for the foreclosure in this Agreement or collection hereafter existing at law or in equity or otherwise. The exercise of any mortgagesuch rights, judgment powers or lien affecting remedies shall not preclude the Premises; (12) the Mortgagor sells, transfers simultaneous or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets later exercise of any or all other corporation such rights, powers or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adverseremedies.

Events of Default; Acceleration. Upon Any or all of the liabilities of Borrower to the Lender in connection with the Revolving Credit shall, at the option of Lender, be immediately due and payable upon the occurrence of any of the following, the Mortgagee following events of default (each of which shall be entitled hereinafter referred to exercise its remedies under this Mortgage or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all an "Event of the undersigned, any principal obligor of the Debt (collectively, the Default"Borrower") fails to pay when due any amount payable under the note(s), the guaranty, or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower ): (a) fails to observe default in the payment, when due or perform payable, of any other term obligation of Borrower under this Agreement or the note(s), the guaranty, or any other agreement evidencing the Debt, or Note; (b) makes failure of Borrower after request by Lender to permit the inspection of books or records of Borrower; (c) issuance of any materially incorrect injunction or misleading representation in of an attachment or judgment against any financial statement property of Borrower that is not discharged within thirty (30) days after issuance; (d) the insolvency of Borrower, or the filing of any bankruptcy, reorganization, debt arrangement or other information delivered proceeding or case against Borrower under any bankruptcy or insolvency law or commencement of any dissolution or liquidation proceeding against Borrower, any of which is either consented to or acquiesced in by Borrower or remains undismissed for sixty (60) days after the date of entry or the commencement by Borrower of a voluntary case under the federal bankruptcy laws or any state insolvency or similar laws, or the consent by Borrower to the Mortgagee; (3) there is appointment of a default under the terms of this Mortgagereceiver, any loan agreementliquidator, mortgageassignee, security agreementtrustee, custodian or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt similar official for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of its, his or her property, as the Mortgagor case may be, or Borrower; (6) the Mortgagor making of Borrower of any assignment for the benefit of creditors or the failure by Borrower becomes insolvent or unable generally to pay its debts Borrower's debts, as the case may be, as they become due; (7e) a change in the Mortgagor condition or Borrower affairs (afinancial or otherwise) makes an assignment for of Borrower, which in the benefit opinion of Creditors, the Lender increases Lender's risk in connection with the Revolving Credit or impairs the prospect of timely payment of the Revolving Credit; (bf) consents to default in the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws performance of any jurisdiction; (8) a custodianobligation, receiver, covenant or trustee is appointed for agreement contained or referred to herein or in the Mortgagor Note or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after in the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoingGuaranty; or (15g) there is failure of a substantial change "Condition of Lending" described hereinafter in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adverseSection 6.

Events of Default; Acceleration. Upon Any or all of the liabilities of Borrower to the Lender in connection with the Revolving Credit shall, at Lender's option, be due and payable upon the occurrence of any of the following, the Mortgagee following events of default (each of which shall be entitled hereinafter referred to exercise as an "Event of Default") ") and the failure by Borrower to cure such Event of Default within thirty (30) days of receipt of written notice from Lender of its remedies under this Mortgage or as otherwise provided by law: (1) The Mortgagor or, if other than intent to accelerate the Mortgagor or all repayment of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower Note on account thereof: (a) fails to observe default in the payment, when due or perform payable, of any other term obligation of Borrower under this Agreement or the note(s), the guaranty, or any other agreement evidencing the Debt, or Note; (b) makes failure of Borrower after reasonable written request by Lender to permit the inspection of books or records of Borrower at a reasonable time and place; (c) issuance of any materially incorrect injunction or misleading representation in of an attachment or judgment against any financial statement property of Borrower securing the Note which is not discharged within ten (10) business days after issuance; (d) the insolvency of Borrower, or the filing of any bankruptcy, reorganization, debt arrangement or other information delivered proceeding or case against Borrower under any bankruptcy or insolvency law or commencement of any dissolution or liquidation proceeding against Borrower, any of which is either consented to or acquiesced in by Borrower or remains undismissed for thirty (30) days after the date of entry or the commencement by Borrower of a voluntary case under the federal bankruptcy laws or any state insolvency or similar laws, or the consent by Borrower to the Mortgagee; (3) there is appointment of a default under the terms of this Mortgagereceiver, any loan agreementliquidator, mortgageassignee, security agreementtrustee, custodian or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt similar official for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of its property, as the Mortgagor case may be, or Borrower; (6) the Mortgagor or making by Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes an of any assignment for the benefit of Creditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdictioncreditors; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees material failure of a "Condition of Lending" described hereinafter in Section 6. A violation or breach of a representation or warranty by the Borrower shall not constitute an Event of Default and will not excuse Lender from performance of its obligations hereunder but such violation or breach may entitle Lender to do any of the foregoing; seek damages from Borrower resulting from such violation or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adversebreach.

Events of Default; Acceleration. Upon 6.1 All Obligations shall, at our option and notwithstanding any time or credit allowed by any instrument evidencing or representing same, be immediately due and payable without notice or demand upon the occurrence of any one or more of the followingfollowing events of default ("Default"): (a) default in the payment or performance, the Mortgagee shall be entitled to exercise its remedies under this Mortgage when due or as otherwise provided by law: (1) The Mortgagor orpayable, if other than the Mortgagor or all of any of the undersignedObligations including, without limitation, your failure to pay to us any principal obligor Obligation due on demand when such demand is made and continues unremedied for five (5) days; (b) default by any guarantor, endorser or other person liable on the Obligations under any guarantee, endorsement, suretyship agreement or other agreement of such person with, or in favor of us; (c) your making any misrepresentation, orally or in writing, to us whether for the purpose of obtaining credit or an extension of credit, or otherwise; (d) your breach of any representation, warranty or covenant contained in this Agreement or in any other agreement between us; (e) any representation, warranty, or statement of fact made to us at any time by you or on your behalf is false or misleading in any material respect; (f) the discontinuance or suspension of the Debt operation of your present business; (collectivelyg) your becoming insolvent, or your becoming unable to meet your debts as they mature; (h) your calling any meeting of creditors, or having a creditors' committee appointed; (i) the "Borrower") fails to pay when due commencement by or against you of any amount payable action, case or proceeding for relief under any provision of the note(s), the guaranty, Federal bankruptcy laws or any other agreement evidencing the Debtapplicable Federal or State bankruptcy, insolvency or other similar law; (2j) the Mortgagor rendition, issuance or Borrower (a) fails to observe filing of any injunction, attachment, judgment or perform lien against you or any other term of the note(s), the guarantyyour property, or any other agreement evidencing the Debt, or (b) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Mortgagee; (3) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes an assignment for the benefit of Creditors, (b) consents to the appointment of a custodian, receiver, custodian or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdictionkind for you or any of your property; (8) a custodian, receiver, k) any change in your condition or trustee is appointed for the Mortgagor affairs (financial or Borrower otherwise) or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws that of any jurisdictionendorser, and those proceedings remain undismissed for 60 days after commencement; guarantor or other person liable on the Mortgagor Obligations, that in our sole discretion exercised by us in accordance with our reasonable business judgment materially impairs our Collateral or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoingincreases our risk; or (15l) there is the termination of, or the occurrence of a substantial change in Default under: (A) our Accounts Receivable Financing Agreement with Blumenthal/Lansing Company; (B) our Accounts Receivable Finxxxxxx Xxxeement with Carlyle Industries, Inc.; and (C) the existing Brokerage Account Pledge and Security Agreement or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adverseGuaranty with Robert A. Levinson.

Events of Default; Acceleration. Upon the occurrence of If any of the following, the Mortgagee following events ("Events of Default") shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by lawoccur: (1i) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under hereunder shall not be paid when due; (ii) any representation, warranty or statement made or deemed made by the note(s)undersigned in this Note, in any collateral documents executed contemporaneously herewith, or if subsequent hereto, contemplated hereby or which is contained in any certificate, document, financial or other statement, furnished at any time in connection with this Note shall prove to be incorrect or untrue in any material respect when made or deemed made; (iii) failure by the undersigned to perform or observe any covenant or agreement contained in this Note, the guaranty, Reimbursement Agreement or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower (a) fails to observe or perform any other term of the note(s), the guaranty, or any other agreement evidencing the Debt, or (b) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Mortgagee; (3) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" Security Agreement (as defined below); (iv) any event described in Paragraphs 12(b) or (c) of the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit Reimbursement Agreement shall have occurred which event entitles the Pension Benefit Guaranty Corporation Bank to terminate any employee benefit plan its obligation to issue Letters of Credit under (and as defined in) the Mortgagor Reimbursement Agreement (whether or Borrower not the Reimbursement Agreement is then in effect and whether or any affiliate not the Bank has actually terminated its obligation to issue Letters of the Mortgagor or BorrowerCredit thereunder); (6v) the Mortgagor undersigned shall be dissolved or Borrower becomes shall become insolvent or unable admit in writing its inability to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes an make a general assignment for the benefit of Creditorscreditors, (b) consents or if any proceeding shall be instituted by or against the undersigned seeking a garnishment, an adjudication of bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment or composition of the debts of such person or entity under any law relating to the bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of or the taking possession by a receiver, trustee, liquidator, assignee, custodian, receiversequestrator or other similar official for such person or entity or the property thereof, or trustee for itself or for a substantial part of its assets, or (c) commences the undersigned shall take any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents action to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do authorize any of the foregoing; (vi) any governmental authority or any court at the instance thereof shall take possession of any substantial part of the property of, or assume control over the affairs or operations of, the undersigned, or the transaction of the usual business of the undersigned shall be suspended; or (15vii) there is a substantial change the undersigned shall grant or suffer to exist any security interest, lien, charge or other encumbrance on the Collateral (as defined in paragraph 14); then, and in each such event (unless the Bank shall otherwise elect in writing), any obligation on the Bank's part to extend or maintain credit to the undersigned hereunder shall immediately cease and this Note and all obligations of the undersigned hereunder shall forthwith be due and payable without presentment, demand, protest or other notices of any kind, all of which are hereby waived by the undersigned. Notwithstanding any other rights the Bank may have under any applicable law and hereunder, upon the occurrence of an Event of Default, the Bank shall have the right to apply (including by way of set off) any of the property of the undersigned now or hereafter in the existing possession or prospective financial condition control of the Mortgagor or Borrower which Bank (including account balances) to a reduction of the Mortgagee in good faith determines obligations of the undersigned under this Note. The undersigned hereby pledges all such property to be materially adversethe Bank to secure this Note.

Events of Default; Acceleration. Upon the occurrence of any of the followingMortgagee may, the Mortgagee shall be entitled to exercise at its remedies under this Mortgage or as otherwise provided by law: (1) The Mortgagor orsole option, if other than the Mortgagor or declare all of the undersignedamounts secured by this Leasehold Mortgage (including prior and subsequent debts) to be immediately due and payable, and Mortgagee may pursue any principal obligor of the Debt (collectivelyremedies permitted by this Mortgage, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower if (a) fails to observe Mortgagor defaults under or perform breaches any other term covenant of the note(s), the guaranty, this Leasehold Mortgage or any other agreement evidencing the Debt, or promissory note secured by this Leasehold Mortgage; (b) makes Mortgagor conveys, contracts to convey, grants any materially incorrect option for the purchase of, encumbers, allows the encumbrance of (whether voluntarily or misleading representation in any financial statement involuntarily), sells under contract for deed or other information delivered installment land contract, leases with an option to the Mortgagee; (3) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreementpurchase, or other document executed as otherwise transfers all or any part of the Debt transaction, Property or any guaranty interest or estate of any nature in the Debt becomes unenforceable in whole Property; provided however, this clause shall not apply to this Leasehold Mortgage or in partthe first leasehold mortgage from Mortgagor to Standard Insurance Company, its successors or assigns; (c) Mortgagor or any guarantor fails partner (if any) of Mortgagor voluntarily files a petition under the federal Bankruptcy Code or under any state bankruptcy or insolvency act or files an answer in any involuntary proceeding admitting insolvency or inability to promptly perform under its guarantypay debts; (4d) the Mortgagor or Borrower any partner (if any) in Mortgagor fails within thirty days to pay when due any amount payable under any note obtain a vacation or agreement evidencing debt to the Mortgagee, or defaults under the terms stay of any agreement involuntary proceedings brought for the bankruptcy, reorganization, dissolution or instrument relating to or securing any debt for borrowed money owing to the Mortgageeliquidation of Mortgagor; (5e) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the trustee or receiver is appointed for Mortgagor or Borrower any partner (if any) in Mortgagor or any affiliate of Mortgagor’s property or the property of any partner in Mortgagor; (f) Mortgagor or Borrower; any partner (6if any) the in Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes an assignment for the benefit of Creditorscreditors; (g) any foreclosure proceeding is instituted by the holder of any deed of trust, (b) consents to the appointment of a custodian, receivermortgage, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for lien upon the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoingProperty; or (15h) there is a substantial change in at any time, during the existing or prospective financial condition life of the Mortgagor or Borrower which the this Leasehold Mortgage, Mortgagee in good faith determines its sole opinion believes that the Property and all other security given to be materially adversesecure the note, is insufficient to secure the payment of remaining indebtedness.

Events of Default; Acceleration. Upon the occurrence of If any of the following, the Mortgagee following events ("EVENTS OF DEFAULT") shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by lawoccur: (1a) The Mortgagor or, if other than the Mortgagor or all Borrower shall fail to pay within five (5) days of when due and payable any principal of the undersignedLoans; (b) the Borrower shall fail to pay within thirty (30) days of when due and payable any interest on the Loans or any other sum due under any of the Loan Documents; (c) the Guarantor shall fail to comply with any term, covenant or condition set forth in its Guaranty; (d) the Borrower or any of its Subsidiaries shall fail to perform any term, covenant or agreement contained in SECTIONS 13.1(a) and 13.1(d) through (f); (e) the Borrower or any of its Subsidiaries or the Guarantor shall fail to perform any other term, covenant or agreement contained in the Loan Documents within thirty (30) days after the Bank has given written notice of such failure to the Borrower; (f) any representation or warranty of the Borrower, any principal obligor of its Subsidiaries or the Debt Guarantor in the Loan Documents or in any certificate or notice given in connection therewith shall have been false or misleading in any material respect at the time made or deemed to have been made; (collectivelyg) the Borrower, any of its Subsidiaries or the "Borrower") fails Guarantor shall fail to pay when due or within any amount payable under applicable period of grace any Indebtedness owing to the note(s), Bank or any affiliates of the guaranty, Bank or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower (a) fails to observe or perform any other term of the note(s), the guaranty, or any other agreement evidencing the Debt, or (b) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Mortgagee; (3) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt Indebtedness for borrowed money owing to the Mortgageeany other third party in an aggregate principal amount greater than $750,000; (5h) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; Loan Documents shall cease to be in full force and effect, (6i) the Mortgagor Borrower, any of its Subsidiaries or Borrower becomes insolvent or unable to pay its debts as they become due; the Guarantor (7i) the Mortgagor or Borrower (a) makes shall make an assignment for the benefit of Creditorscreditors, (bii) consents to shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of a custodian, receiverof, or trustee for itself be the subject of an order appointing, a trustee, liquidator or for a substantial receiver as to all or part of its assets, (iv) shall commence, approve or (c) commences consent to, any case or proceeding under any bankruptcy, reorganization, liquidation, insolvency reorganization or similar laws law and, in the case of any jurisdiction; (8) a custodianan involuntary case or proceeding, receiver, such case or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and proceeding is not removed dismissed within 60 forty-five (45) days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to following the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its businessthereof, or (ev) agrees to do shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (j) the Borrower, any of its Subsidiaries or the foregoingGuarantor shall be unable to pay debts as they mature; (k) there shall remain undischarged for more than thirty (30) days any final judgment or execution action against the Borrower, any of its Subsidiaries or the Guarantor that, together with other outstanding claims and execution actions against the Borrower, such Subsidiary or the Guarantor, exceeds $750,000 in the aggregate; (l) Warburg Pincus shall at any time, legally or beneficially, own less than one hundred percent (100%) of the capital stock of the Guarantor; or (15m) there is a substantial change in following the existing date hereof, any person or prospective financial condition group of persons other than Warburg Pincus or Affiliates thereof (within the meaning of Section 13 or 14 of the Mortgagor Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 40% or more of the outstanding shares of stock of the Borrower; or, during any period of twelve consecutive calendar months, individuals who on the first day of such period were either (i) directors of the Borrower which or (ii) the Mortgagee in good faith determines successors thereof duly appointed by a majority of the directors who were directors at the beginning of such period, shall cease to be materially adverse.constitute a majority of the board of directors of the Borrower; THEN, or at any time thereafter:

Events of Default; Acceleration. Upon The occurrence of any one or more of the occurrence following events shall constitute a default under this Agreement, each of the Loan Documents and each of the Obligations (individually, an "Event of Default", and collectively, "Events of Default"): (1) if any statement, representation or warranty made by the BORROWER or Guarantor in this Agreement or in any of the Loan Documents, or in connection with any of the same, or if any financial statement, report, schedule, or certificate furnished by the BORROWER or Guarantor or any of its officers or accountants to the BANK, shall prove to have been false or misleading in any material respect when made; (2) default by the BORROWER in payment on its due date of any principal or interest called for under any of the Loans or the Loan Documents, or of other amounts due under any other of the Obligations, or other event of default under the Loan Documents or the other Obligations, provided such default is not cured within any applicable grace period thereunder; (3) default by the BORROWER in the performance or observance of any of the followingprovisions, terms, conditions, warranties or covenants of this Agreement, the Mortgagee shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guarantyLoan Documents, or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower (a) fails to observe or perform any other term of the note(s), the guaranty, or any other agreement evidencing the Debt, or (b) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Mortgagee; (3) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guarantyObligations; (4) the Mortgagor dissolution, termination of existence, merger or Borrower fails to pay when due any amount payable under any note consolidation of the BORROWER other than a merger or agreement evidencing debt to consolidation in which the MortgageeBORROWER is the surviving entity, or defaults under a sale of BORROWER's business or the terms Collateral not in the ordinary course of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgageebusiness; (5) the BORROWER or the Guarantor shall (a) apply for or consent to the appointment of a "reportable event" (as defined in the Employee Retirement Income Security Act receiver, trustee or liquidator of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower it or any affiliate of its property, (b) make a general assignment for the Mortgagor benefit of creditors, (c) be adjudicated as bankrupt or Borrowerinsolvent, (d) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute, or (e) offer or enter into any composition, extension or arrangement seeking relief or extension of its debts; (6) proceedings shall be commenced or an order, judgment or decree shall be entered, without the Mortgagor application, approval or Borrower becomes insolvent consent of the BORROWER or unable Guarantor, as the case may be, in or by any court of competent jurisdiction, relating to the bankruptcy, dissolution, liquidation, reorganization or the appointment of a receiver, trustee or liquidator of the BORROWER or Guarantor, or of all or a substantial part of its assets. and such proceedings, order, judgment or decree shall continue undischarged or unstayed for a period of sixty (60) days; (7) BORROWER's inability to pay its debts as they become due; (7) mature or other act of insolvency, however defined and determined by the Mortgagor or Borrower (a) makes an assignment for the benefit of Creditors, (b) consents to the appointment of BANK in a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdictioncommercially reasonable manner; (8) a custodian, receiver, or trustee is appointed judgment for the Mortgagor or Borrower or payment of money shall be rendered against the BORROWER and the same shall remain undischarged for a substantial part period of its assets without its consent and is thirty (30) days, during which period execution shall not removed within 60 days after the appointmentbe effectively stayed; or (9) proceedings if BANK otherwise deems itself insecure within the meaning of New Hampshire RSA 382-A:1-208 (as amended). Upon the occurrence of any Event of Default, the BANK's commitment to make further Loans under the Loan Documents or any other agreement with the BORROWER, and to make any advances or disbursements under any Loan, shall immediately cease and terminate and, at the election of the BANK, all of the Obligations of the BORROWER to the BANK, under any of this Agreement, the Loan Documents, or otherwise, will immediately become due and payable without further demand, notice or protest, all of which are commenced hereby expressly waived. Thereafter, the BANK may proceed to protect and enforce its rights, at law, in equity, or otherwise, against the Mortgagor BORROWER, the Guarantor, and any other endorser or Borrower guarantor of the BORROWER's Obligations, either jointly or severally, and may proceed to liquidate and realize upon any of its Collateral in accordance with the rights of a secured party under the Uniform Commercial Code, under any bankruptcyother applicable law, reorganizationunder any Loan Documents, liquidationunder any other agreement between the BORROWER and the BANK, or similar laws under any agreement between any guarantor or endorser of any jurisdictionthe BORROWER's Obligations to the BANK, and those proceedings remain undismissed for 60 days after commencement; or to apply the Mortgagor or Borrower consents proceeds thereof to payment of the Obligations of the BORROWER to the commencement of those proceedings; (10) any judgment is entered against BANK in such order and in such manner as the Mortgagor or BorrowerBANK, or any attachmentin its sole discretion, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adversedeems appropriate.

Events of Default; Acceleration. Upon Any or all of the liabilities of Borrower to the Lender in connection with the Revolving Credit shall, at Lender's option, be due and payable and the Lender's obligation to make further advances hereunder shall be terminated upon the occurrence of any of the following, the Mortgagee following events of default (each of which shall be entitled hereinafter referred to exercise as an "Event of Default") and the failure by Borrower to cure such Event of Default within thirty (30) days of receipt of written notice from Lender of its remedies under this Mortgage or as otherwise provided by law: (1) The Mortgagor or, if other than intent to accelerate the Mortgagor or all repayment of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower Note on account thereof: (a) fails to observe default in the payment, when due or perform payable, of any other term obligation of Borrower under this Agreement or the note(s), the guaranty, or any other agreement evidencing the Debt, or Note; (b) makes issuance of any materially incorrect injunction or misleading representation in of an attachment or judgment against any financial statement material amount of property of Borrower which is not discharged within ten (10) business days after issuance; (c) the filing of any bankruptcy, reorganization, debt arrangement or other information delivered proceeding or case against Borrower under any bankruptcy or insolvency law or commencement of any dissolution or liquidation proceeding against Borrower, any of which is either consented to or acquiesced in by Borrower or remains undismissed for thirty (30) days after the date of entry or the commencement by Borrower of a voluntary case under the federal bankruptcy laws or any state insolvency or similar laws, or the consent by Borrower to the Mortgagee; (3) there is appointment of a default under the terms of this Mortgagereceiver, any loan agreementliquidator, mortgageassignee, security agreementtrustee, custodian or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt similar official for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of its property, as the Mortgagor case may be, or Borrower; (6) the Mortgagor making by Borrower of any assignment for the benefit of creditors or the failure by Borrower becomes insolvent or unable generally to pay its debts Borrower's debts, as the case may be, as they become due; (7) the Mortgagor or Borrower (a) makes an assignment for the benefit of Creditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of default in the assets performance of any other corporation covenant contained herein or business entity outside in the ordinary course Note. A violation or breach of a representation or warranty by the Borrower shall not constitute an Event of Default and will not excuse Lender from performance of its business, obligations hereunder but such violation or (e) agrees breach may entitle Lender to do any of the foregoing; seek damages from Borrower resulting from such violation or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adversebreach.

Events of Default; Acceleration. Upon the occurrence of If any of the following, the Mortgagee following events ("Events of Default") shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by lawoccur: (1a) The Mortgagor orthe Borrower shall fail to pay (i) when due and payable any principal of or interest on the Revolving Credit Loans or (ii) any other sum due under any of the Loan Documents within five (5) days following written demand for payment of the same; (b) the Borrower or the Guarantor shall fail to perform any term, if covenant or agreement contained in Section 8 or 9 (other than the Mortgagor covenant set forth in ss.9(a) hereof); (c) the Borrower shall fail to perform the covenant set forth in ss.9(a) hereof and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower pursuant to ss.18 hereof; (d) the Borrower or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, Guarantor or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower (a) fails Additional Guarantor shall fail to observe or perform any other term term, covenant or agreement contained in the Loan Documents and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower; provided, that if any such failure is of a nature that it cannot be corrected within such thirty (30) day period but is capable of being corrected within an additional twenty (20) period, such failure shall not constitute an Event of Default hereunder so long as (i) the Borrower or the Guarantor or such Additional Guarantor, as applicable, institutes reasonable curative action within such initial period and diligently pursues such action to completion and (ii) such failure shall be fully cured within such additional twenty (20) day period; (e) any representation or warranty of the note(s)Borrower or the Guarantor or any Additional Guarantor in any of the Loan Documents or in any certificate or notice given in connection therewith shall have been false or misleading in any material respect at the time made or deemed to have been made; (f) the Borrower or the Guarantor or any Additional Guarantor shall be in default beyond the expiration of any applicable grace period under any environmental, financial or payment covenant set forth in any agreement or agreements evidencing Indebtedness owing to the Bank or any affiliates of the Bank or other Indebtedness in excess of $1,000,000 in aggregate principal amount, or shall fail to pay such Indebtedness when due, subject to any applicable period of grace; (g) any of the Loan Documents shall cease to be in full force and effect, (h) the Borrower, the guarantyGuarantor, any Additional Guarantor or any of their respective Subsidiaries (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any other agreement evidencing case or proceeding under any bankruptcy, reorganization or similar law and, in the Debtcase of an involuntary case or proceeding, such case or proceeding is not dismissed within thirty (30) days following the commencement thereof, or (bv) makes any materially incorrect or misleading representation shall be the subject of an order for relief in any financial statement or other information delivered to the Mortgageean involuntary case under federal bankruptcy law; (3i) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, Borrower or other document executed as part of the Debt transaction, Guarantor or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or Additional Guarantor shall be unable to pay its debts as they become duemature; (7j) the Mortgagor or Borrower (a) makes an assignment there shall remain undischarged for the benefit of Creditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; more than ten (10) days any final (beyond any applicable appeal period) judgment is entered or execution action against the Mortgagor Borrower or the Guarantor or any Additional Guarantor (not covered by insurance reasonably satisfactory to the Agent) that, together with other outstanding claims (not covered by insurance reasonably satisfactory to the Agent) and execution actions against the Borrower or the Guarantor or such Additional Guarantor exceeds $1,000,000 in the aggregate; or (k) the Guarantor shall cease to be the general partner of the Borrower at any time: then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower, declare all amounts owing with respect to this Agreement, the Revolving Credit Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection other notice of any mortgagekind, judgment or lien affecting all of which are hereby expressly waived by the PremisesBorrower and the Guarantor; (12) provided that in the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets event of any other corporation Event of Default specified in ss.12.1(h) or business entity outside the ordinary course 12.1(i), all such amounts shall become immediately due and payable automatically and without any requirement of its business, or (e) agrees to do notice from any of the foregoing; Banks or (15) there is a substantial change in the existing Agent or prospective financial condition of action by the Mortgagor Banks or Borrower which the Mortgagee in good faith determines to be materially adverseAgent.

Events of Default; Acceleration. Upon the occurrence of If any of the following, the Mortgagee shall be entitled to exercise its remedies under following events occurs: 1. The Borrower or any guarantor of this Mortgage or as otherwise provided by law: note (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "BorrowerGuarantor") fails to pay when due any amount payable under the note(s), the guaranty, this note or under any agreement or instrument evidencing debt to any creditor; 2. The Borrower or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower Guarantor (a) fails to observe or perform any other term of the note(s)this note; (b) makes any materially incorrect or misleading representation, the guarantywarranty, or any other agreement evidencing certificate to the Debt, or Lender; (bc) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the MortgageeLender; or (3d) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing (other than the debt evidenced by this note) such that the creditor declares the debt due before its maturity; 3. There is a default under the terms of any loan agreement, mortgage, security agreement, or any other document executed as part of the loan evidenced by this note, or any guaranty of the loan evidenced by this note becomes unenforceable in whole or in part, or any Guarantor fails to the Mortgageepromptly perform under its guaranty; (5) a 4. A "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor 5. The Borrower or Borrower any Guarantor becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor 6. The Borrower or Borrower any Guarantor (a) makes an assignment for the benefit of Creditors, creditors; (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, ; or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a 7. A custodian, receiver, or trustee is appointed for the Mortgagor Borrower or Borrower any Guarantor or for a substantial part of its assets without its the consent of the party against which the appointment is made and is not removed within 60 days after the such appointment; (9) proceedings 8. Proceedings are commenced against the Mortgagor Borrower or Borrower any Guarantor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those such proceedings remain undismissed for 60 days after commencement; or the Mortgagor Borrower or Borrower Guarantor consents to the commencement of those such proceedings; (10) any 9. Any judgment is entered against the Mortgagor Borrower or Borrowerany Guarantor, or any attachment, levy, or garnishment is issued against any property of the Mortgagor Borrower or Borrowerany Guarantor; (11) 10.The Borrower or any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower Guarantor dies; (14) the Mortgagor 11.The Borrower or Borrowerany Guarantor, without the MortgageeLender's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside except in the ordinary course of its business, or (e) agrees to do any of the foregoing (notwithstanding the foregoing, any subsidiary may merge or consolidate with any other subsidiary, or with the Borrower so long as the Borrower is the survivor); or 12.The loan-to-value ratio of any pledged securities at any time exceeds N/A%, and such excess continues for five (155) there days after notice from the Lender to the Borrower; 13.There is a substantial change in the existing or prospective financial condition of the Mortgagor Borrower or Borrower any Guarantor which the Mortgagee Lender in good faith determines to be materially adverse; 14.The Lender in good faitx xxxxx xxxelf insecure; then this note shall become due immediately, without notice, at the Lender's option.

Events of Default; Acceleration. Upon a. The prin­cipal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance of any of the followingfollowing events (each, the Mortgagee shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by law: an “Event of Default”): (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, or any other agreement evidencing the Debt; (2i) the Mortgagor Company shall default in the payment of principal or Borrower (a) fails to observe or perform any other term of the note(s), the guaranty, or any other agreement evidencing the Debtinterest on this Note, or (bii) makes the initiation of any materially incorrect bankruptcy, insolvency, moratorium, receivership or misleading representation in any financial statement reorganization by or other information delivered to against the Mortgagee; (3) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreementCompany, or other document executed as part a general assignment of assets by the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes an assignment Company for the benefit of Creditorscreditors. Upon the occur­rence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid inter­est accrued thereon shall be immediately due and payable. Then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Lender (bwhich waiver shall not be deemed to be a waiver of any subsequent default) consents at the option of the Lender and in the Lender's sole discretion, the Lender may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the appointment of a custodiancontrary notwithstanding, receiverand the Lender may immediately, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws and without expiration of any jurisdiction; (8) period of grace, enforce any and all of the Lender's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a custodiandefault interest rate of 16% per annum or, receiverif such rate is usurious or not permitted by current law, or trustee is appointed for then at the Mortgagor or Borrower or for a substantial part highest rate of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents interest permitted by law. The Company may offset amounts due to the commencement Lender under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note. If the Lender has terminated the $52,500 Note which is begin purchased by this Note, then this Note than both Notes shall terminate and of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adverseno effect.

Events of Default; Acceleration. Upon Any or all of the Liabilities shall be, at the option of Bank and notwithstanding any time or credit allowed by any instrument evidencing any of the Liabilities or under any of the Loan Documents, immediately due and payable without notice or demand, and the obligation of Bank to make advances under any revolving line of credit, or other loan shall immediately cease and terminate upon the occurrence of any of the following, the Mortgagee shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by law: following events of default (singularly an "Event of Default"): (1) The Mortgagor ordefault in the payment or performance, if other than the Mortgagor when due or all payable, of any of the undersignedLiabilities, or of any principal obligor liability or obligation (whether now or hereafter existing, arising or incurred, direct or indirect, conditional or unconditional) of any endorser, guarantor, or surety for any of the Debt Liabilities (collectively, the severally a "BorrowerPromisor") fails to pay when due any amount payable under the note(s), the guaranty, or any other agreement evidencing the Debt; (2) the Mortgagor failure by Obligor, Borrower or Borrower any other person or entity, as applicable, to (a) fails to observe pay or perform any other term act or obligation imposed hereby or by any of the note(s), the guaranty, or any other agreement evidencing the DebtLoan Documents, or (b) makes comply with any materially incorrect of the terms, conditions, covenants or misleading representation requirements described herein or contained or referenced in any financial statement one or other information delivered to more of the MortgageeLoan Documents; (3) there is a default under failure of Obligor, Borrower or any other person or entity, as applicable, to pay when due (a) any tax (subject to the terms right of this Mortgage, any loan agreement, mortgage, security agreementObligor to contest same as provided in paragraph 17 hereof), or other document executed as part of the Debt transaction(b) any premium on (i) any insurance policy assigned to Bank, or (ii) any guaranty of the Debt becomes unenforceable in whole or in part, or insurance covering any guarantor fails to promptly perform under its guarantyCollateral; (4) the Mortgagor if any warranty or representation contained herein shall prove false or misleading with respect to a material fact or if Obligor or Borrower fails or any Promissory made or makes any other misrepresentation to pay when due Bank for the purpose of obtaining credit or any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms extension of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgageecredit; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act failure of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Obligor, Borrower or any affiliate Promisor to furnish financial information or to permit the inspection of the Mortgagor books or Borrowerrecords or Collateral of Obligor, Borrower or of any Promisor; (6) the Mortgagor loss, theft, damage, sale, destruction or Borrower becomes insolvent encumbrance of any uninsured material portion of the Collateral, or unable to pay its debts as they become duethe sale or encumbrance or the issuance of any execution or the making of any levy, seizure or attachment thereof or thereon; (7) the Mortgagor insolvency, dissolution, liquidation, suspension of business or death of the Obligor or the Borrower or of any Promisor, or of any of the Obligor's or the Borrower's or such Promissor's principal officers if a corporation, or of any of the Obligor's or the Borrower's general partners if a partnership; (a8) the Obligor or the Borrower or any Promisor shall (i) makes an fail or admit in writing the inability of the Obligor or the Borrower or any Promisor to pay the Obligor's or the Borrower's or such Promisor's debts generally as they become due, (ii) make a general assignment for the benefit of Creditors, (b) consents to creditors or have an order for relief entered against the appointment of a custodian, receiver, Obligor or trustee for itself the Borrower or for a substantial part of its assetsany Promisor in any proceeding under the Federal bankruptcy code, or (ciii) commences any proceeding under file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or take advantage of any bankruptcy, reorganization, liquidationinsolvency, insolvency readjustment of debt, dissolution or similar laws liquidation law or statute, or an answer admitting the material allegations of a petition filed against the Obligor or the Borrower or such Promisor in any proceeding under any such law, or if corporate or partnership action should be taken by the Obligor or the Borrower or any Promisor for the purpose of effecting any of the foregoing; (9) the appointment of a receiver trustee, liquidator or custodian of the Obligor or the Borrower or any Promisor or of any jurisdictionof their respective properties or assets; (8) 10) the filing of a custodianpetition without the application, receiver, approval or trustee is appointed for consent of the Mortgagor Obligor or the Borrower or for any Promisor in any court of competent jurisdiction, seeking the bankruptcy or reorganization of the Obligor or the Borrower or of any Promisor or of all or a substantial part of its assets without its consent their respective properties or assets, or seeking an arrangement with the creditors of any of them, and is such petition shall not removed be dismissed within 60 30 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrowerfiling thereof; (11) any proceedings are instituted for change in the foreclosure ownership nature, management or collection control of any mortgage, judgment Borrower or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage Obligor without the prior written consent of Bank; (12) failure of Obligor or Borrower or any other person or entity to maintain any insurance required hereunder and/or assigned or pledged to Bank in connection with any of the MortgageeLoan Documents; (13) the Mortgagor fraud or misrepresentation by or on behalf of Obligor or Borrower diesin Obligor's or Borrower's transactions with Bank; (14) the Mortgagor violation of or Borrowerfailure to abide by any covenant, without the Mortgagee's written consent, (a) is dissolved, (b) merges term or consolidates with any third party, (c) leases, sells provision of this Agreement or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoingLoan Documents; or the termination, cancellation or revocation of any Loan Document without Bank's consent or the determination that any of the Loan Documents is void, voidable or unenforceable; (15) any default or event of default under any of the Loan Documents; or (1516) there is a substantial change in the existing any default or prospective financial condition event of the Mortgagor default of Obligor or Borrower which under any other loan or indebtedness owing by Obligor or Borrower to Bank, whether or not arising under the Mortgagee in good faith determines Loan Documents. Notwithstanding the foregoing, Obligor or Borrower shall have sixty (60) calendar days to be materially adverse.cure any Event of Default without penalty, termination or payment demand of this Loan Agreement. Digital Fusion, Inc., Obligor Digital Fusion, Inc., Borrower By: /s/ Roy E. Crippen, III By: /s/ Gary S. Ryan ----------------------------------- ------------------------------- Its: CEO Its: President ----------------------------------- --------------------------------- Digital Fusion Solutions, Inc., Borrower Digital Fusion Solutions, Inc., Obligor By: /s/ Roy E. Crippen, III By: /s/ Gary S. Ryan ----------------------------------- ------------------------------- Its: President Its: President ----------------------------------- --------------------------------- Summit Research Corporation, Obligor Summit Research Corporation, Guarantor By: /s/ Roy E. Crippen, III -------------------------------------------- Xxx: Xxxxident -------------------------------------------- /s/ Roy E. Crippen, III -------------------------------------------------- Xxx X. Xxxxpen, III, Guarantor /s/ Gary S. Ryan -------------------------------------------------- Gary X. Xxxx, Xxarantor First Commercial Bank of Huntsville, Bank Xx: /x/ Xndy Kattos -------------------------------------------- Its: Xxxxxx Xxce President --------------------- ---------------------------------------------------------------------------------------------------- Loan Number 69403234 / 50 DIGITAL FUSION, INC. FIRST COMMERCIAL BANK Date 03/10/2005 DIGITAL FUSION SOLUTIONS, INC. OF HUNTSVILLE Maturity Date 04/10/2006 4940 CORPORATE DRIVE NW 301 WASHINGTON STREET Lxxx Xxxxxx $ 0,000,000.00 SUITE A HUNTSVILLE, AL 35801 HUNTSVILLE, AL 35808 Fxx. Xxx XX 00-0017344

Events of Default; Acceleration. Upon the occurrence of If any of the following, the Mortgagee following events (each an "Event of Default") shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by lawoccur: (1a) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails Borrower shall fail to pay when due and payable any amount payable under principal of or interest on the note(s), the guaranty, Loans or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower (a) fails to observe or perform sum due under any other term of the note(s), Loan Documents within five days after the guaranty, or any other agreement evidencing the Debt, or same becomes due; (b) makes the Borrower shall fail to perform any materially incorrect term, covenant or misleading representation agreement contained in any financial statement or other information delivered to the MortgageeLoan Documents which is susceptible of cure, and such failure shall continue for more than 30 days; (3c) there the Borrower shall fail to perform any material term, covenant or agreement contained in the Loan Documents which is a default under the terms not susceptible of this Mortgage, cure; (d) any loan agreement, mortgage, security agreement, representation or other document executed as part warranty of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of its Subsidiaries in the Mortgagor Loan Documents or Borrowerin any certificate or notice given in connection therewith shall have been false or misleading in any material respect at the time made or deemed to have been made; (6e) the Mortgagor Borrower or Borrower becomes insolvent or unable to pay any of its debts as they become due; Subsidiaries (7i) the Mortgagor or Borrower (a) makes shall make an assignment for the benefit of Creditorscreditors, (bii) consents to shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of a custodian, receiverof, or trustee for itself be the subject of an order appointing, a trustee, liquidator or for a substantial receiver as to all or part of its assets, (iv) shall commence, approve or (c) commences consent to, any case or proceeding under any bankruptcyInsolvency Law and, reorganizationin the case of an involuntary case or proceeding, liquidation, insolvency such case or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and proceeding is not removed dismissed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to following the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its businessthereof, or (ev) agrees shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (f) the Borrower and its Subsidiaries shall be unable to do pay debts as they mature; (g) there shall remain undischarged for more than 30 days any final judgment or execution action against the Borrower or any of its Subsidiaries that, together with other outstanding claims and execution actions against the foregoingBorrower and its Subsidiaries exceeds $1,000,000 in the aggregate; (h) there has been an event of default by the Borrower under the Services Agreement entitling the Lender to terminate the Services Agreement; (i) CellNet shall cease to own 100% of the voting stock, directly or indirectly, of the Borrower or (15j) there the License Agreement terminates or is a substantial change amended in any respect adverse to the existing Borrower without Lender's prior consent, or prospective financial condition of the Mortgagor Borrower defaults in its obligations under the License Agreement; THEN, or Borrower which the Mortgagee in good faith determines to be materially adverse.at any time thereafter:

Events of Default; Acceleration. Upon the occurrence of any of the followingfollowing or any event of default specified in the Note (hereinafter referred to as “Events of Default”), the Mortgagee Secured Party shall be entitled to exercise its remedies under this Mortgage Agreement or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") Grantor fails to pay when due any amount payable under the note(s)notes comprising the Indebtedness, the guarantySecurity Documents, or any other agreement evidencing the DebtIndebtedness; (2) the Mortgagor or Borrower Grantor (a) fails to observe or perform any other term of agreement evidencing or securing the note(s)Indebtedness, including, but not limited to the Note comprising the Indebtedness, the guaranty, or any other agreement evidencing the Debt, Security Documents or (b) makes make any materially incorrect or misleading representation in any financial statement or other information delivered to the MortgageeSecured Party; (3) there is a default Grantor defaults under the terms of this Mortgagethe Note comprising the Indebtedness, Security Documents, or any other note, loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, Indebtedness transaction or any guaranty of the Debt Indebtedness becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its such a guaranty; (4) the Mortgagor or Borrower Grantor fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, Secured Party or any Existing Secured Lender or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the MortgageeSecured Party or any Existing Secured Lender; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower Grantor becomes insolvent or unable to pay its debts as they become due; (76) the Mortgagor or Borrower Grantor (a) makes an assignment for the benefit of Creditorscreditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency insolvency, or similar laws of any jurisdiction; (8) 7) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower Grantor or for a substantial part of its his assets without its the consent of the party against which the appointment is made and is not removed within 60 sixty (60) days after the such appointment; or Grantor consents to such appointment; (9) 8) proceedings are commenced against the Mortgagor or Borrower Grantor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those such proceedings remain undismissed for 60 sixty (60) days after commencement; or the Mortgagor or Borrower Grantor consents to the commencement of those such proceedings; (109) any judgment having a material affect on Grantor’s assets is entered against the Mortgagor or BorrowerGrantor, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or BorrowerGrantor; (1110) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment judgment, or lien affecting the PremisesCollateral; (1211) the Mortgagor Grantor sells, transfers transfers, or hypothecates or attempts to sell, transfer, or hypothecate all or any part of the Premises Collateral except as provided in this Mortgage Security Agreement without the prior written consent of the MortgageeSecured Party; (1312) the Mortgagor or Borrower dies; (14) the Mortgagor or BorrowerGrantor, as applicable, without the Mortgagee's Secured Party’s written consent, (a) is dissolveddissolved or its existence is terminated, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, or (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (1513) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower Grantor which the Mortgagee Secured Party in good faith determines to be materially adverse; or (14) if at any time or for any reason Secured Party reasonably and in good xxxxx xxxxx itself insecure.

Events of Default; Acceleration. Upon the occurrence of any of the following, the Mortgagee shall be he entitled to exercise its remedies under this Mortgage or as otherwise provided by law: (1l) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "BorrowerPrincipal Obligor") fails to pay when due any amount payable under the note(s), the guaranty, or any other agreement evidencing the Debt; : (2) the Mortgagor or Borrower Principal Obligor (a) fails to observe or perform any other term of the note(s), the guaranty, or any other agreement evidencing the Debt, ,or (b) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Mortgagee; (3) there is a default the Mortgagor or Principal Obligor defaults under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, transaction or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its such a guaranty; : (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, Mortgagee or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower Principal Obligor or any affiliate of the Mortgagor or BorrowerPrincipal Obligor; (6) the Mortgagor or Borrower Principal Obligor becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower Principal Obligor (a) makes an assignment for the benefit of Creditorscreditors, or (b) consents b)consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower Principal Obligor or for a substantial part of its assets without its the consent of the party against which the appointment is made and is not removed within 60 days after the such appointment; (9) proceedings are commenced against the Mortgagor or Borrower Principal Obligor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those such proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower Principal Obligor consents to the commencement of those such proceedings; (10) any judgment is entered against the Mortgagor or BorrowerPrincipal Obligor, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or BorrowerPrincipal Obligor; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the if Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower Principal Obligor dies; (14) the Mortgagor or BorrowerPrincipal Obligor, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates 9 with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, or (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower Principal Obligor which the Mortgagee in good faith determines to be materially adverse.

Events of Default; Acceleration. Upon the occurrence of If any of the following, the Mortgagee following events ("Events of Default") shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by lawoccur: (1a) The Mortgagor orthe Borrower shall fail to pay (i) when due and payable any principal of or interest on the Revolving Credit Loans or (ii) any other sum due under any of the Loan Documents within five (5) days following written demand for payment of the same; (b) the Borrower or the Guarantor shall fail to perform any term, if covenant or agreement contained in 8 or 9 (other than the Mortgagor covenant set forth in 9(a) hereof); (c) the Borrower shall fail to perform the covenant set forth in 9(a) hereof and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower pursuant to 18 hereof; (d) the Borrower or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, Guarantor or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower (a) fails Additional Guarantor shall fail to observe or perform any other term term, covenant or agreement contained in the Loan Documents and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower; provided, that if any such failure is of a nature that it cannot be corrected within such thirty (30) day period but is capable of being corrected within an additional twenty (20) day period, such failure shall not constitute an Event of Default hereunder so long as (i) the Borrower or the Guarantor or such Additional Guarantor, as applicable, institutes reasonable curative action within such initial period and diligently pursues such action to completion and (ii) such failure shall be fully cured within such additional twenty (20) day period; (e) any representation or warranty of the note(s)Borrower or the Guarantor or any Additional Guarantor in any of the Loan Documents or in any certificate or notice given in connection therewith shall have been false or misleading in any material respect at the time made or deemed to have been made; (f) the Borrower or the Guarantor or any Additional Guarantor shall be in default beyond the expiration of any applicable grace period under any environmental, financial or payment covenant set forth in any agreement or agreements evidencing Indebtedness owing to the Bank or any affiliates of the Bank or other Indebtedness in excess of $1,000,000 in aggregate principal amount, or shall fail to pay such Indebtedness when due, subject to any applicable period of grace; (g) any of the Loan Documents shall cease to be in full force and effect, (h) the Borrower, the guarantyGuarantor, any Additional Guarantor or any of their respective Subsidiaries (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any other agreement evidencing case or proceeding under any bankruptcy, reorganization or similar law and, in the Debtcase of an involuntary case or proceeding, such case or proceeding is not dismissed within thirty (30) days following the commencement thereof, or (bv) makes any materially incorrect or misleading representation shall be the subject of an order for relief in any financial statement or other information delivered to the Mortgageean involuntary case under federal bankruptcy law; (3i) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, Borrower or other document executed as part of the Debt transaction, Guarantor or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or Additional Guarantor shall be unable to pay its debts as they become duemature; (7j) the Mortgagor or Borrower (a) makes an assignment there shall remain undischarged for the benefit of Creditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; more than ten (10) days any final (beyond any applicable appeal period) judgment is entered or execution action against the Mortgagor Borrower or the Guarantor or any Additional Guarantor (not covered by insurance reasonably satisfactory to the Agent) that, together with other outstanding claims (not covered by insurance reasonably satisfactory to the Agent) and execution actions against the Borrower or the Guarantor or such Additional Guarantor exceeds $1,000,000 in the aggregate; or (k) the Guarantor shall cease to be the general partner of the Borrower at any time: then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower, declare all amounts owing with respect to this Agreement, the Revolving Credit Notes and the other Loan Documents to be, andthey shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection other notice of any mortgagekind, judgment or lien affecting all of which are hereby expressly waived by the PremisesBorrower and the Guarantor; (12) provided that in the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets event of any other corporation Event of Default specified in 12.1(h) or business entity outside the ordinary course 12.1(i), all suchamounts shall become immediately due and payable automatically and without any requirement of its business, or (e) agrees to do notice from any of the foregoing; Banks or (15) there is a substantial change in the existing Agent or prospective financial condition of action by the Mortgagor Banks or Borrower which the Mortgagee in good faith determines to be materially adverseAgent.

Events of Default; Acceleration. The occurrence of any one or more of the following events shall constitute a default under this Agreement, each of the Loan Documents, and each of the Obligations (individually, an “Event of Default”, and collectively, “Events of Default”): (1) if any statement, representation or warranty made by the BORROWER or GUARANTOR in this Agreement or in any of the Loan Documents, or in connection with any of the same, or if any financial statement, report, schedule, or certificate furnished by the BORROWER, GUARANTOR, or any of their officers or accountants to the BANK, shall prove to have been false or misleading when made, or subsequently becomes false or misleading, in any material respect; (2) default by the BORROWER in payment on its due date of any principal or interest called for under any of the Loans or the Loan Documents, or of other amounts due under any other of the Obligations, or other default by the BORROWER of its payment obligations under the Loan Documents or the other Obligations, provided such default is not cured within any applicable grace period thereunder; (3) default (other than a payment default described in clause (2) above) by the BORROWER or GUARANTOR in the compliance, performance or observance of any of the provisions, terms, conditions, warranties or covenants of this Agreement, the Loan Documents, or any other of the Obligations, provided that such default is not cured within thirty (30) days of the occurrence thereof, and further provided, however, that no cure period shall be afforded BORROWER or GUARANTOR hereunder if such default has or could reasonably be expected to have an immediate material adverse affect upon the BORROWER’s or GUARANTOR’s financial condition, upon the BORROWER’s or GUARANTOR’s ability to conduct its business, upon the Collateral, or upon the rights, remedies, and/or security of BANK under this Agreement or the other Loan Documents; (4) the dissolution, termination of existence, merger or consolidation of the BORROWER or GUARANTOR, or a sale of all or substantially all of the BORROWER’s or GUARANTOR’S business, assets or properties not in the ordinary course of business; (5) the BORROWER or GUARANTOR shall (a) apply for or consent to the appointment of a receiver, trustee or liquidator of any of them or any of their property, (b) make a general assignment for the benefit of creditors, (c) be subject to an order of relief from creditors, (d) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any law or statute, or an answer admitting the material allegations of a petition filed against any of them in any proceeding under any such law or statute, or (e) offer or enter into any composition, extension or arrangement seeking relief or extension of their debts; (6) proceedings shall be commenced or an order, judgment or decree shall be entered, without the application, approval or consent of the BORROWER or GUARANTOR, as the case may be, in or by any court of competent jurisdiction, relating to the bankruptcy, dissolution, liquidation, reorganization or the appointment of a receiver, trustee or liquidator of the BORROWER or GUARANTOR, or of all or a substantial part of their assets, and such proceedings, order, judgment or decree shall continue undischarged or unstayed for a period of sixty (60) days; (7) BORROWER’s or GUARANTOR’s inability to pay their debts as they mature or other act of insolvency, as determined by the BANK in a commercially reasonable manner; (8) a judgment for the payment of money not covered by insurance shall be rendered against the BORROWER or GUARANTOR in an amount in excess of $100,000.00 and the same shall remain undischarged for a period of thirty (30) days, during which period execution shall not be effectively stayed; (9) any default or event of default, or failure to pay when due, with respect to any material indebtedness, liabilities or obligations of BORROWER or GUARANTOR to any third party, including, but not limited to, with respect to any Permitted Subordinated Debt; (10) if at any time during the twelve (12) month period from the date of this Agreement, Xxxxx Xxxxxx is not the Chief Executive Officer of the BORROWER; or (11) any material adverse change to the BORROWER or GUARANTOR, or to their financial condition, or to the Collateral, and BORROWER has failed to cure the conditions giving rise thereto after written notice thereof from the BANK. Upon the occurrence of any Event of the followingDefault, the Mortgagee shall be entitled BANK's commitment to exercise its remedies under this Mortgage or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable make further Loans under the note(s), the guaranty, Loan Documents or any other agreement evidencing with the Debt; (2) BORROWER, and to make any advances or disbursements under any Loan, shall immediately cease and terminate and, at the Mortgagor election of the BANK, all of the Obligations of the BORROWER to the BANK, either under this Agreement, the Loan Documents, or Borrower (a) fails otherwise, will immediately become due and payable without further demand, notice or protest, all of which are hereby expressly waived. Thereafter, the BANK may proceed to observe protect and enforce its rights, at law, in equity, or perform otherwise, against the BORROWER and GUARANTOR, and any endorser of the BORROWER’s Obligations, either jointly or severally, and may proceed to liquidate and realize upon any of its Collateral in accordance with the rights of a secured party under the Uniform Commercial Code, under any other term of the note(s)applicable law, the guarantyunder any Loan Documents, or under any other agreement evidencing between the DebtBORROWER or GUARANTOR and the BANK, or (b) makes under any materially incorrect or misleading representation in agreement between any financial statement or other information delivered endorser of the BORROWER’s Obligations to the Mortgagee; (3) there is a default under BANK, and to apply the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part proceeds thereof to payment of the Debt transaction, or any guaranty Obligations of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt BORROWER to the MortgageeBANK in such order and in such manner as the BANK, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes an assignment for the benefit of Creditorssole discretion, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adversedeems appropriate.

Events of Default; Acceleration. Upon the occurrence of If any of the followingfollowing events occurs, the Mortgagee this note shall be entitled to exercise its remedies under due immediately without notice at the Bank's option whether or not the Bank has made demand. 1. The Borrower or any guarantor of this Mortgage or as otherwise provided by law: note (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "BorrowerGuarantor") fails to pay when due any amount payable under the note(s), the guaranty, this note or under any agreement or instrument evidencing debt to any creditor; 2. The Borrower or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower Guarantor (a) fails to observe or perform any other term of the note(s)this note; (b) makes any materially incorrect or misleading representation, the guarantywarranty, or any other agreement evidencing certificate to the Debt, or Bank; (bc) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the MortgageeBank; or (3d) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing (other than the debt evidenced by this note) such that the creditor declares the debt due before its maturity; 3. There is a default under the terms of any loan agreement, mortgage, security agreement, or any other document executed as part of the loan evidenced by this note, or any guaranty of the loan evidenced by this note becomes unenforceable in whole or in part, or any Guarantor fails to the Mortgageepromptly perform under its guaranty; (5) a 4. A "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor 5. The Borrower or Borrower any Guarantor becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor 6. The Borrower or Borrower any Guarantor (a) makes an assignment for the benefit of Creditors, creditors; (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, ; or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a 7. A custodian, receiver, or trustee is appointed for the Mortgagor Borrower or Borrower any Guarantor or for a substantial part of its assets without its the consent of the party against which the appointment is made and is not removed within 60 days after the such appointment; (9) proceedings 8. Proceedings are commenced against the Mortgagor Borrower or Borrower any Guarantor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those such proceedings remain undismissed for 60 days after commencement; or the Mortgagor Borrower or Borrower Guarantor consents to the commencement of those such proceedings; (10) any 9. Any judgment is entered against the Mortgagor Borrower or Borrowerany Guarantor, or any attachment, levy, or garnishment is issued against any property of the Mortgagor Borrower or Borrowerany Guarantor; (11) 10. The Borrower or any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower Guarantor dies; (14) the Mortgagor 11. The Borrower or Borrowerany Guarantor, without the MortgageeBank's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside except in the ordinary course of its business, or (e) agrees to do any of the foregoing (notwithstanding the foregoing, any subsidiary may merge or consolidate with any other subsidiary, or with the Borrower so long as the Borrower is the survivor); or 12. The loan-to-value ratio of any pledged securities at any time exceeds %, and such excess continues for five (155) there days after notice from the Bank to the Borrower; 13. There is a substantial change in the existing or prospective financial condition of the Mortgagor Borrower or Borrower any Guarantor which the Mortgagee Bank in good faith determines to be materially adverse; 14. The Bank in good xxxxx xxxxx itself insecure.

Events of Default; Acceleration. Upon If any one or more of the occurrence following events (herein each called an “Event of Default”) shall occur and be continuing: (a) failure of Borrower to pay principal, interest or any other sum due hereunder or under any of the following, Notes or the Mortgagee shall be entitled to exercise its remedies under this Mortgage or as Bank Swap Agreement within five (5) days after the date it is otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, or any other agreement evidencing the Debtand payable; (2) the Mortgagor or Borrower (a) fails to observe or perform any other term of the note(s), the guaranty, or any other agreement evidencing the Debt, or (b) makes any materially incorrect or misleading representation in any financial statement or other information delivered failure of Borrower to pay the Mortgagee; (3) there is a default outstanding Obligations arising under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part Facility immediately upon termination of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor Facility by Bank or Borrower; (6c) failure of any Obligor to pay any other Obligation within five (5) days after the date it is otherwise due and payable; (d) breach of any covenant or agreement contained in, or failure by any Obligor to perform any act, duty or Obligation as required by, this Agreement which continues uncured for a period of thirty (30) days, whether or not consecutive; (e) the Mortgagor making by any Obligor of any misrepresentation of a material fact to Bank; (f) if there shall remain in force, undischarged, unsatisfied and unstayed, for more than ninety (90) days, whether or Borrower becomes insolvent not consecutive, any final judgment (after all applicable appeals have been exhausted) against any Obligor, which individually or unable together with other undischarged, unsatisfied and unstayed final judgments against any Obligor, exceeds $500,000; (g) the filing, making or issuance of any material levy, seizure, attachment, judgment or injunction upon or against any Obligor or any material part of its assets which is not released, dissolved, stayed or bonded to the reasonable satisfaction of Bank within ninety (90) days thereafter; (h) insolvency (inability to pay its debts as they become due; (7mature or where its assets are not in excess of its liabilities as determined in accordance with GAAP) the Mortgagor of any Obligor, or Borrower (a) makes an dissolution, business failure, appointment of a receiver or custodian, assignment for the benefit of Creditorscreditors or the commencement of any proceedings under any bankruptcy or insolvency law by, against or of any Obligor, which, in the case of an involuntary proceeding, is not dismissed within sixty (b60) consents days after the date of the filing thereof; (i) calling of a meeting of creditors, appointment of a committee of creditors or liquidating banks, or offering of a composition extension to creditors by, for or of any Obligor; (j) the loss, revocation or failure to renew any regulatory license and/or permit now held or hereafter acquired by any Obligor which has a Material Adverse Effect; (k) the occurrence of a default or event of default (howsoever defined) under any of other Financing Agreements or under any other instrument, document or agreement evidencing, governing and/or securing any other Indebtedness owing by any Obligor to Bank, whether now existing or hereafter arising; (l) if any Obligor shall default (as principal or guarantor or other surety) in the payment of any principal or interest, regardless of the amount, due in respect of Indebtedness in the principal amount in excess of $500,000, or shall default in the performance of or compliance with any other obligation contained in any agreement or instrument evidencing or securing such Indebtedness, and such default gives to the holder of such Indebtedness the right to accelerate the Indebtedness (whether or not the holder has, in fact, accelerated such Indebtedness), and such default shall continue for longer than the period of grace, if any, specified therein; (m) the service of any process upon Bank seeking to attach or garnish by mesne or trustee process any funds of any Obligor in excess of $500,000 which are on deposit with Bank, except where the enforcement of such attachment or garnishment is contested by such Obligor and such funds continue to remain on deposit, or such attachment or garnishment is Bank bonded to the reasonable satisfaction of Bank; (n) any Subsidiary Guarantor shall revoke or attempt to revoke its Guaranty Agreement, or any Guaranty Agreement is otherwise terminated for any reason whatsoever (other than in connection with a permitted sale of the capital stock of any Subsidiary Guarantor); (o) the PBGC makes a determination that there has occurred an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or for the appointment of a custodianTrustee to administer, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws Plan of any jurisdictionObligor; and (8) a custodianp) except for Permitted Liens, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of Lien shall exist on any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor properties or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adverse.Obligor,

Events of Default; Acceleration. Upon the occurrence of any of the followingfollowing (hereinafter referred to as “Events of Default”), the Mortgagee Secured Party shall be entitled to exercise its remedies under this Mortgage Agreement or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") Debtor and/or Pledgor fails to pay when due any amount payable under the note(s)notes comprising the Indebtedness, the guarantySecurity Documents, or any other agreement evidencing the DebtIndebtedness; (2) the Mortgagor or Borrower Debtor and/or Pledgor (a) fails to observe or perform any other term of agreement evidencing or securing the note(s)Indebtedness, including, but not limited to the Note comprising the Indebtedness, the guaranty, or any other agreement evidencing the Debt, Security Documents or (b) makes make any materially incorrect or misleading representation in any financial statement or other information delivered to the MortgageeSecured Party; (3) there is a default Debtor and/or Pledgor defaults under the terms of this Mortgagethe Note comprising the Indebtedness, Security Documents, or any other note, loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, Indebtedness transaction or any guaranty of the Debt Indebtedness becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its such a guaranty; (4) the Mortgagor or Borrower Debtor and/or Pledgor fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, Secured Party or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the MortgageeSecured Party; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower Debtor and/or Pledgor becomes insolvent or unable to pay its debts as they become due; (76) the Mortgagor or Borrower Debtor and/or Pledgor (a) makes an assignment for the benefit of Creditorscreditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency insolvency, or similar laws of any jurisdiction; (8) 7) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower Debtor and/or Pledgor or for a substantial part of its his assets without its the consent of the party against which the appointment is made and is not removed within 60 sixty (60) days after the such appointment; or Debtor and/or Pledgor consents to such appointment; (9) 8) proceedings are commenced against the Mortgagor or Borrower Debtor and/or Pledgor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those such proceedings remain undismissed for 60 sixty (60) days after commencement; or the Mortgagor or Borrower Debtor and/or Pledgor consents to the commencement of those such proceedings; (109) any judgment having a material affect on Debtor’s and/or Pledgor’s assets is entered against the Mortgagor or BorrowerDebtor and/or Pledgor, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or BorrowerDebtor and/or Pledgor; (1110) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment judgment, or lien affecting the PremisesCollateral; (1211) the Mortgagor Debtor and/or Pledgor sells, transfers transfers, or hypothecates or attempts to sell, transfer, or hypothecate all or any part of the Premises Collateral except as provided in this Mortgage Security Agreement without the prior written consent of the MortgageeSecured Party; (12) Debtor and/or Pledgor dies; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or BorrowerDebtor and/or Pledgor, as applicable, without the Mortgagee's Secured Party’s written consent, (a) is dissolveddissolved or its existence is terminated, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, or (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (1514) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower Debtor and/or Pledgor which the Mortgagee Secured Party in good faith determines to be materially adverse; or (15) if at any time or for any reason Secured Party reasonably and in good xxxxx xxxxx itself insecure.

Events of Default; Acceleration. Upon Any one or more of the occurrence following shall constitute events of default hereunder (a) default by Borrower in the payment or performance, when due or payable, of any of the following, the Mortgagee shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, or any other agreement evidencing the DebtObligations; (2) the Mortgagor or Borrower (a) fails to observe or perform any other term of the note(s), the guaranty, or any other agreement evidencing the Debt, or (b) makes the making by the Borrower of any materially incorrect or misleading representation in any financial statement or other information delivered misrepresentation to the MortgageeBank hereunder, or otherwise for the purpose of obtaining loan advances or an extension of same; (3c) there is a default under failure of the terms Borrower after request by the Bank to furnish promptly financial information or to permit promptly the inspection of books or records; (d) failure of Borrower to perform or observe any of the provisions of this Mortgage, Agreement or of any loan agreement, mortgage, security agreement, other instrument pertaining to the Obligations or other document executed as secured property (subject to a ten (10) day cure period after written notice from the Bank is received by the Borrower); (e) issuance of an injunction or attachment against property of the Borrower which the Bank in good faith considers materially adverse to such Borrower’s financial condition; (f) appointment of a receiver or liquidator of any part of the Debt transactionproperty of the Borrower, or if the management of Borrower is assumed by any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guarantysupervisory authority; (4g) the Mortgagor commencement by or against the Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes an assignment for the benefit of Creditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, arrangement, reorganization, liquidation, insolvency or similar laws law for the relief of debtors; (h) termination for any reason of Borrower’s membership in the Bank or its status as a nonmember mortgagee and/or state housing finance agency eligible for advances hereunder, (i) an event of default occurs under any PLEDGE AND SECURITY AGREEMENT between any affiliate of Borrower and Bank (j) the Occurrence of such a change in the condition or affairs (financial or otherwise) of the Borrower, or of an affiliate Supplying secured property securing the Obligations, as in the good faith opinion of the Bank impairs the Bank’s security or increases its risk; or (k) if the Bank in good xxxxx xxxxx itself insecure Upon occurrence of any jurisdiction; of the events of default and failure by the Borrower to cure within the applicable cure period, if any, any or all of the Obligations shall, at the Option of the Bank and notwithstanding any time or credit allowed by any instrument evidencing or document relating to the Obligations, be immediately due and payable without notice or demand (8) a custodian, receiver, or trustee is appointed except for the Mortgagor events of default noted in Subsections (j) and (k) above, for which the Bank must give written notice to the Borrower). The Bank may then, without first resorting to any other property securing the Obligations from other parties (including, without limitation, property provided by any affiliate of Borrower), exercise arty one or Borrower more of the rights and remedies granted pursuant to this Agreement and/or the Credit Policy and also exercise any or for all of the rights and remedies afforded to a substantial part secured party under the Uniform Commercial Code as enacted in Ohio or the Borrower’s state of its assets without its consent and is not removed within 60 days after operation or to the appointment; (9) proceedings are commenced against Bank under the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws Act. In case of any jurisdictionevent of default hereunder, Borrower agrees upon the request of the Bank, to promptly dissolve or cause the dissolution of any subsidiary or affiliate providing secured property under a PLEDGE AND SECURITY AGREEMENT and those proceedings remain undismissed for 60 days the distribution of such secured property to Borrower. Upon repossession or recovery of the secured property by the Bank, it may, after commencement; or the Mortgagor or Borrower consents reasonable written notification to the commencement Borrower, sell the secured property at public or private sale, at which sale as the Bank may become the purchaser. The proceeds of those proceedings; sale of the secured property shall be applied to the Obligations in such manner and order of priority the Bank may determine. pending any such action, the Bank may liquidate the secured property and/or continue to use and exercise rights of ownership pertaining to the secured property. Borrower does hereby make, constitute and appoint Bank as its true and lawful attorney-in-fact to deal with the secured property and, in the Borrower’s name and stead to sell, assign, collect, compromise, settle and release of record any portion of the secured property as fully as Borrower could do if acting for itself. The Borrower hereby agrees to be liable to the Bank for any deficiency that may result upon such liquidation and sale of the secured property and waives all claims for damages by reason of any seizure, repossession, retention, use or sale of said secured property. The requirement of reasonable notice, if necessary, shall be met if such notice is mailed, postage prepaid, to the first of the places of business of the Borrower shown in this Agreement at least ten (10) days before the time of the sale or other disposition. While exercising its rights as a secured party hereunder, including use and receipt of benefits from the secured property, and provided the Bank’s actions are commercially reasonable under the circumstances or do not constitute negligence or willful misconduct, the Bank shall not be liable in any judgment is entered against fashion to the Mortgagor Borrower or Borrowerthird party (including without limitation Borrowers customers or shareholders) for any damages arising from such use, or any attachmentobligations, levy, duties or garnishment is issued against any property liabilities of the Mortgagor Borrower in connection therewith (including without limitation Borrowers contracts, agreements, guarantees, commitments or Borrower; (11) any proceedings are instituted warranties). Each of the rights, powers and remedies provided herein or now or hereafter existing at law or in equity or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for the foreclosure in this Agreement or collection hereafter existing at law or in equity or otherwise. The exercise of any mortgagesuch rights, judgment powers or lien affecting remedies shall not preclude the Premises; (12) the Mortgagor sells, transfers simultaneous or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets later exercise of any or all other corporation such rights, powers or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adverseremedies.

Events of Default; Acceleration. Upon the The occurrence of any one or more of the following, the Mortgagee following events shall be entitled to exercise its remedies constitute a default under this Mortgage or as otherwise provided by law: Agreement, each of the Loan Documents and the Obligations (collectively “Events of Default”): (1) The Mortgagor ordefault by the Borrower in payment on its due date of any principal or interest called for under the Loan or the Loan Documents, if or of other than the Mortgagor or all amounts due under any other of the undersignedObligations, any principal obligor or other event of the Debt (collectively, the "Borrower") fails to pay when due any amount payable default under the note(s)Loan Documents or the other Obligations, provided such default is not cured within 15 days after the guaranty, or any other agreement evidencing the Debtdue date thereof ; (2) the Mortgagor dissolution, termination of existence, merger or Borrower (a) fails to observe or perform any other term consolidation of the note(s), Borrower or a sale of Borrower’s business or the guaranty, or any other agreement evidencing the Debt, or (b) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the MortgageeCollateral ; (3) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower shall (a) makes an apply for or consent to the appointment of a receiver, trustee or liquidator of it or any of its property, (b) make a general assignment for the benefit of Creditorscreditors, (bc) consents be adjudicated as bankrupt or insolvent, (d) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any law or statute or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute, or (e) offer or enter into any composition, extension or arrangement seeking relief or extension of its debts; or (4) proceedings shall be commenced or an order, judgment or decree shall be entered, without the application, approval or consent of the Borrower, in or by any court of competent jurisdiction, relating to the bankruptcy, dissolution, liquidation, reorganization or the appointment of a custodian, receiver, trustee or trustee for itself liquidator of the Borrower , or for of all or a substantial part of its assets, or (c) commences any proceeding under any bankruptcyand such proceedings, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgageorder, judgment or lien affecting decree shall continue undischarged or unstayed for a period of sixty (60) days. Upon the Premises; (12) occurrence of any Event of Default, the Mortgagor sellsLender’s commitment to make further Loans under the Loan Documents or any other agreement with the Borrower shall immediately cease and terminate and, transfers or hypothecates any part at the election of the Premises except as provided in this Mortgage without the prior written consent Lender, all of the Mortgagee; (13) Obligations of the Mortgagor Borrower to the Lender, either under this Agreement, the Loan Documents, or otherwise, will immediately become due and payable without further demand, notice or protest, all of which are hereby expressly waived. Thereafter, the Lender may proceed to protect and enforce its rights, at law, in equity, or otherwise, against the Borrower dies; (14) and any other endorser or guarantor of the Mortgagor Borrower’s Obligations, either jointly or Borrowerseverally, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with and may proceed to liquidate and realize upon any third party, (c) leases, sells or otherwise conveys a material part of its assets Collateral in accordance with the rights of a secured party under the Uniform Commercial Code, under any Loan Documents, under any other agreement between the Borrower and the Lender, or business outside the ordinary course of its business, (d) leases, purchases under any agreement between any guarantor or otherwise acquires a material part endorser of the assets of any other corporation or business entity outside Borrower’s Obligations to the ordinary course of its businessLender, or (e) agrees and to do any apply the proceeds thereof to payment of the foregoing; or (15) there is a substantial change in the existing or prospective financial condition Obligations of the Mortgagor or Borrower which to the Mortgagee Lender in good faith determines to be materially adversesuch order and in such manner as the Lender, in its sole discretion, deems appropriate.

Events of Default; Acceleration. The Bank may, in its sole and absolute discretion, accelerate the maturity hereof upon the occurrence of any Event of Default hereunder, and/or any events of default described in any and all other documents or security instruments which may in any way evidence, govern and/or secure this Promissory Note. By way of example and not limitation, an Event of Default hereunder shall include, but not be limited to any of the following events: (a) any representation or warranty made herein or in any report, certificate, financial statement or any other instrument furnished in connection with the loan made hereby shall prove to be false or misleading in any material respect; (b) failure to pay the principal or any interest due and payable pursuant to this Note or any other indebtedness of the Borrower or any Guarantor to the Bank within ten (10) days from the date the same or any installment thereof shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise; (c) involvement in financial difficulties as evidenced by: (i) the appointment or authorization of a custodian as defined in the Bankruptcy Code, provided, however, that in the case of the appointment of a receiver in an involuntary proceeding and such appointment continues in effect and undischarged for a period of thirty (30) days; or (ii) the filing of an involuntary petition under any chapter of the Bankruptcy Code or any Receivership Proceeding, which proceeding or petition remains undismissed for a period of thirty (30) days; (d) any levy, seizure, attachment, execution or similar process shall be issued or levied on or against any of the Borrower's or Guarantor's properties or assets; (e) the Bank believes that any material adverse change in the assets, liabilities, financial condition or business of the Borrower or any Guarantor has occurred since the date of any financial statements delivered to the Bank before or after the date of the execution of this Note; (f) call upon the Borrower for payment of any contingent debt which would materially affect the Bank's position with regard to the collateral pledged for this loan; (g) sale or other disposition of or encumbrance on any property of the Borrower or any Guarantor, except as permitted hereby or by any agreement, document or instrument which may in any way evidence, govern and/or secure this Note; (h) assignment for the benefit of creditors by, or the commencement of any case or any other proceeding (whether for the purpose of liquidation or rehabilitation or otherwise) under any bankruptcy or insolvency laws or the death of, by or against Borrower or of, by or against any Guarantor; (i) the Bank in good faith believes that the prospect of payment or performance is impaired; (j) participation in any illegal activity or in any activity, whether or not related to the business of the Borrower or any Guarantor that may subject the assets of the Borrower or Guarantor to a restraining order or any form of injunction issued by any federal or state court or any seizure, forfeiture or confiscation by any federal or state governmental instrumentality; and (k) failure to comply with any and all terms and conditions contained in any other document or security instrument which may in any way evidence, govern and/or secure this Note. Upon the occurrence of any Event of Default, the availability of advances hereunder shall, at the option of the followingBank, be deemed to be automatically terminated and the Mortgagee shall be entitled to exercise Bank, at its remedies under this Mortgage sole and absolute discretion, may declare all advances outstanding hereunder, together with any and all accrued interest thereon and all applicable late charges and all other liabilities or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all obligations of the undersignedBorrower and/or any Guarantor to the Bank to be forthwith due and payable without presentment or demand for payment, any principal obligor notice of the Debt (collectivelynon-payment, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, protest or any other agreement evidencing the Debt; (2) the Mortgagor notice or Borrower (a) fails to observe or perform any other term of the note(s), the guaranty, or any other agreement evidencing the Debt, or (b) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Mortgagee; (3) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms demand of any agreement type or instrument relating to or securing kind, all of which are hereby expressly waived by the Borrower and/or any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes an assignment for the benefit of Creditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adverseGuarantor.

Events of Default; Acceleration. Upon the occurrence of If any of the following, the Mortgagee following events ("Events of Default") shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by lawoccur: (1a) The Mortgagor orthe Borrower shall fail to pay (i) when due and payable any principal of or interest on the Revolving Credit Loans or any Reimbursement Obligation or (ii) any other sum due under any of the Loan Documents within five (5) days following written demand for payment of the same; (b) the Borrower or the Guarantor shall fail to perform any term, if covenant or agreement contained in ss.8 or ss.9 (other than the Mortgagor covenant set forth in ss.9(a) hereof); (c) the Borrower shall fail to perform the covenant set forth in ss.9(a) hereof and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower pursuant to ss.18 hereof; (d) the Borrower or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, Guarantor or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower (a) fails Additional Guarantor shall fail to observe or perform any other term term, covenant or agreement contained in the Loan Documents and such failure shall continue for thirty (30) days after the Bank has given written notice of such failure to the Borrower; provided, that if any such failure is of a nature that it cannot be corrected within such thirty (30) day period but is capable of being corrected within an additional sixty (60) day period, such failure shall not constitute an Event of Default hereunder so long as (i) the Borrower or the Guarantor or such Additional Guarantor, as applicable, institutes reasonable curative action within such initial period and diligently pursues such action to completion and (ii) such failure shall be fully cured within such additional sixty (60) day period; (e) any representation or warranty of the note(s)Borrower or the Guarantor or any Additional Guarantor in any of the Loan Documents or in any certificate or notice given in connection therewith shall have been false or misleading in any material respect at the time made or deemed to have been made; (f) the Borrower or the Guarantor or any Additional Guarantor shall be in default beyond the expiration of any applicable grace period under any environmental, financial or payment covenant set forth in any agreement or agreements evidencing Indebtedness owing to the Bank or any affiliates of the Bank or other Indebtedness in excess of $1,000,000 in aggregate principal amount, or shall fail to pay such Indebtedness when due, subject to any applicable period of grace; (g) any of the Loan Documents shall cease to be in full force and effect; (h) the Borrower, the guarantyGuarantor, any Additional Guarantor or any of their respective Subsidiaries (i) shall make an assignment for the benefit of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of, or be the subject of an order appointing, a trustee, liquidator or receiver as to all or part of its assets, (iv) shall commence, approve or consent to, any other agreement evidencing case or proceeding under any bankruptcy, reorganization or similar law and, in the Debtcase of an involuntary case or proceeding, such case or proceeding is not dismissed within thirty (30) days following the commencement thereof, or (bv) makes any materially incorrect or misleading representation shall be the subject of an order for relief in any financial statement or other information delivered to the Mortgageean involuntary case under federal bankruptcy law; (3i) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, Borrower or other document executed as part of the Debt transaction, Guarantor or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or Additional Guarantor shall be unable to pay its debts as they become duemature; (7j) the Mortgagor or Borrower (a) makes an assignment there shall remain undischarged for the benefit of Creditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; more than ten (10) days any final (beyond any applicable appeal period) judgment is entered or execution action against the Mortgagor Borrower or the Guarantor or any Additional Guarantor (not covered by insurance reasonably satisfactory to the Agent) that, together with other outstanding claims (not covered by insurance reasonably satisfactory to the Agent) and execution actions against the Borrower or the Guarantor or such Additional Guarantor exceeds $1,000,000 in the aggregate; or (k) the Guarantor shall cease to be the general partner of the Borrower at any time: then, and in any such event, so long as the same may be continuing, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower, declare all amounts owing with respect to this Agreement, the Revolving Credit Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection other notice of any mortgagekind, judgment or lien affecting all of which are hereby expressly waived by the PremisesBorrower and the Guarantor; (12) provided that in the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets event of any other corporation Event of Default specified in ss.12.1(h) or business entity outside the ordinary course 12.1(i), all such amounts shall become immediately due and payable automatically and without any requirement of its business, or (e) agrees to do notice from any of the foregoing; Banks or (15) there is a substantial change in the existing Agent or prospective financial condition of action by the Mortgagor Banks or Borrower which the Mortgagee in good faith determines to be materially adverseAgent.

Events of Default; Acceleration. Upon The occurrence of any one or more of the occurrence following events shall constitute a default under this Agreement, each of the Loan Documents, and each of the Obligations (individually, an "Event of Default", and collectively, "Events of Default"): (1) if any statement, representation or warranty made by the BORROWER in this Agreement or in any of the Loan Documents, or in connection with any of the same, or if any financial statement, report, schedule, or certificate furnished by the BORROWER or any of its officers or accountants to the BANK, shall prove to have been false or misleading when made (as determined in the BANK's reasonable discretion); (2) default by the BORROWER in payment on its due date of any principal or interest called for under any of the Loans or the Loan Documents (excepting any payment default arising as a result of the BANK's failure to automatically charge the BORROWER's accounts as authorized by the BORROWER under this Agreement, provided that there are sufficient funds in such accounts to make such automatic payment, or there is sufficient availability under the Revolving Line of Credit Loan to make such automatic payment), or of other amounts due under any other of the Obligations, or other event of default under the Loan Documents or the other Obligations, provided in each case such default is not cured within any applicable grace period thereunder; (3) default by the BORROWER in the performance or observance of any of the followingprovisions, terms, conditions, warranties or covenants of this Agreement, the Mortgagee shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guarantyLoan Documents, or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower (a) fails to observe or perform any other term of the note(s)Obligations; provided that any such default (other than a payment default) is not cured within fifteen (15) days of the occurrence thereof, and further provided that no such cure period shall be afforded hereunder with respect to any default which by its nature cannot be cured (such as a financial covenant default) or which default has an immediate material adverse effect upon the guarantyrights of the BANK under this Agreement or any of the Loan Documents, or any other agreement evidencing upon the Debtfinancial condition of the BORROWER, or (b) makes any materially incorrect or misleading representation in any financial statement or other information delivered to upon the Mortgagee; (3) there is Collateral taken as a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guarantywhole; (4) the Mortgagor dissolution, termination of existence, merger or Borrower fails to pay when due any amount payable under any note consolidation of the BORROWER or agreement evidencing debt to a sale of all or substantially all of the MortgageeBORROWER's business, assets or defaults under properties or the terms Collateral not in the ordinary course of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgageebusiness; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower BORROWER shall (a) makes an apply for or consent to the appointment of a receiver, trustee or liquidator of it or any of its property, (b) make a general assignment for the benefit of Creditorscreditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences be adjudicated as bankrupt or insolvent, (d) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation under any law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any bankruptcy, reorganization, liquidation, insolvency such law or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its businessstatute, or (e) agrees to do offer or enter into any composition, extension or arrangement seeking relief or extension of the foregoingits debts generally; (6) proceedings shall be commenced or (15) there is a substantial change in the existing an order, judgment or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adverse.decree shall be

Events of Default; Acceleration. Upon the occurrence of any Any of the following, the Mortgagee following events or conditions shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by lawconstitute an "Event of Default": (1i) The Mortgagor or, if other than failure by the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails Borrower to pay when due (whether at the stated maturity, by acceleration, upon demand or otherwise) the Obligations, or any amount payable part thereof, or there occurs any event or condition which after notice, lapse of time or after both notice and lapse of time will permit acceleration of any Obligation; (ii) the Borrower shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement or any other Transaction Document and such default shall continue for a period of thirty (30) days after written notice thereof has been given to the Borrower by the Bank; (iii) any representation or warranty made by the Borrower under the note(s), the guarantythis Agreement, or any other agreement evidencing the DebtTransaction Document, shall at any time prove to have been incorrect or misleading in any material respect when made or deemed made; (2iv) the Mortgagor or Borrower shall (aA) fails default in making any payment when due under any Debt and fail to observe or perform any other term cure such default during the period of the note(s)grace, the guarantyif any, or any other agreement evidencing the Debtprovided for such default, or (bB) makes default in the observance or performance of any materially incorrect other covenant or misleading representation agreement contained in any financial statement document relating to any Debt, and fail to cure such default during the period of grace, if any, provided for such cure, the effect of which default is to cause, or other information delivered to permit the Mortgageeholder of such Debt (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice as required, any such Debt to become due prior to its stated maturity. The term "Debt" means any obligation of the Borrower for borrowed money, or for the deferred purchase price of property, in which the outstanding amount of the obligation exceeds $100,000; (3) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4v) the Mortgagor Borrower makes a general assignment, arrangement or Borrower fails to pay when due any amount payable under any note composition agreement with or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes an assignment for the benefit of Creditorsits creditors or makes, or sends notice of any intended, bulk sale; the sale, assignment, transfer or delivery of all or substantially all of the assets of the Borrower to a third party; or the cessation by the Borrower as a going business concern; (bvi) the Borrower files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors or seeks or consents to the appointment of a custodianan administrator, receiver, custodian or trustee similar official for itself or for a substantial part the wind up of its assets, business (or has such a petition or action filed against it and such petition action or appointment is not dismissed or stayed within forty-five (c45) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws days; (vii) the entry of any jurisdiction; (8) a custodianjudgment in excess of $250,000 or order of any court, receiver, other governmental authority or trustee is appointed for arbitrator against the Mortgagor Borrower and such judgment or Borrower or for a substantial part of its assets without its consent and order is not removed paid, dismissed or a bond posted therefor within 60 thirty (30) days after the appointmententry thereof; (9viii) proceedings are commenced against the Mortgagor intentional omission or Borrower under any bankruptcy, reorganization, liquidation, or similar laws intentional inaccuracy of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents facts submitted to the commencement of those proceedingsBank or any Affiliate (whether in a financial statement or otherwise); (10ix) an adverse change in the Borrower, its business, operations, affairs or condition (financial or otherwise) which change the Bank determines will have a material adverse effect on the ability of the Borrower to pay or perform the Obligations; (x) any judgment is entered against pension plan of the Mortgagor Borrower fails to comply with applicable law or has vested unfunded liabilities that, in the opinion of the Bank, might have a material adverse effect on the Borrower's ability to repay its debts; (xi) any indication or evidence received by the Bank that the Borrower may have directly or indirectly been engaged in any type of activity which, in the Bank's discretion, might result in the forfeiture or any attachment, levy, or garnishment is issued against any property of the Mortgagor or BorrowerBorrower to any governmental authority; (11xii) any proceedings are instituted for the foreclosure or collection occurrence of any mortgageevent described in Section 6(a)(i) through and including 6(a)(xi) with respect to any Subsidiary or to any endorser, judgment guarantor or lien affecting the Premises; (12) the Mortgagor sellsany other party liable for, transfers or hypothecates whose assets or any part interest therein secures, payment of any of the Premises except as provided in this Mortgage Obligations; or (xiii) MIDFA notifies the Bank without the Bank's prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of that its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part insurance of the assets Bank for repayment of the Equipment Line is no longer effective or is terminated, as a result of any other corporation act or business entity outside the ordinary course of its business, or (e) agrees to do any omission of the foregoing; or (15) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adverseBorrower.

Events of Default; Acceleration. Upon Any or all of the liabilities of Borrower to the Lender in connection with the Revolving Credit Facility shall, at the option of Lender, be immediately due and payable upon the occurrence of any of the following, the Mortgagee following events of default (each of which shall be entitled hereinafter referred to exercise its remedies under this Mortgage or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all an "Event of the undersigned, any principal obligor of the Debt (collectively, the Default"Borrower") fails to pay when due any amount payable under the note(s), the guaranty, or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower ): (a) fails to observe default in the payment, when due or perform payable, of any other term obligation of Borrower under this Agreement or the note(s), the guaranty, or any other agreement evidencing the Debt, or Note; (b) makes if any materially incorrect representation or misleading representation in warranty by Borrower hereunder is not complete or accurate at any financial statement time that any advances are outstanding hereunder; (c) failure of Borrower after request by Lender to permit the inspection of books or records of Borrower; (d) issuance of any injunction or of an attachment or judgment against any property of Borrower that is not discharged within thirty (30) days after issuance; (e) the insolvency of Borrower, or the filing of any bankruptcy, reorganization, debt arrangement or other information delivered proceeding or case against Borrower under any bankruptcy or insolvency law or commencement of any dissolution or liquidation proceeding against Borrower, any of which is either consented to or acquiesced in by Borrower or remains undismissed for thirty (30) days after the date of entry or the commencement by Borrower of a voluntary case under the federal bankruptcy laws or any state insolvency or similar laws, or the consent by Borrower to the Mortgagee; (3) there is appointment of a default under the terms of this Mortgagereceiver, any loan agreementliquidator, mortgageassignee, security agreementtrustee, custodian or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt similar official for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of its property, or the Mortgagor making by Borrower of any assignment for the benefit of creditors or Borrower; (6) the Mortgagor or failure by Borrower becomes insolvent or unable generally to pay its debts Borrower's debts, as the case may be, as they become due; (7f) a change in the Mortgagor condition or affairs (financial or otherwise) of Borrower that in the opinion of the Lender increases Lender's risk in connection with the Revolving Credit Facility or impairs the FORM OF prospect of timely payment of the Revolving Credit Facility; (ag) makes an assignment for default in the benefit of Creditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws performance of any jurisdiction; (8) a custodianobligation, receiver, covenant or trustee is appointed for agreement contained or referred to herein or in the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoingNote; or (15h) there is failure of a substantial change "Condition of Lending" described hereinafter in the existing or prospective financial condition Section 7. For purposes of the Mortgagor or this Section 5, an Event of Default by any subsidiary of Borrower which the Mortgagee in good faith determines to shall be materially adversedeemed an Event of Default by Borrower.

Events of Default; Acceleration. Upon the occurrence of If any of the followingfollowing events occurs, the Mortgagee this note shall be entitled to exercise its remedies under due immediately, without notice, at the Bank's option: 1. The Borrower or any guarantor of this Mortgage or as otherwise provided by law: note (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "BorrowerGuarantor") fails to pay when due any amount payable under the note(s), the guaranty, this note or under any agreement or instrument evidencing debt to any creditor; 2. The Borrower or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower Guarantor (a) fails to observe or perform any other term of the note(s)this note; (b) makes any materially incorrect or misleading representation, the guarantywarranty, or any other agreement evidencing certificate to the Debt, or Bank; (bc) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the MortgageeBank; or (3d) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing (other than the debt evidenced by this note) such that the creditor declares the debt due before its maturity; 3. There is a default under the terms of any loan agreement, mortgage, security agreement, or any other document executed as part of the loan evidenced by this note, or any guaranty of the loan evidenced by this note becomes unenforceable in whole or in part, or any Guarantor fails to the Mortgageepromptly perform under its guaranty; (5) a 4. A "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor 5. The Borrower or Borrower any Guarantor becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor 6. The Borrower or Borrower any Guarantor (a) makes an assignment for the benefit of Creditors, creditors; (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, ; or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a 7. A custodian, receiver, or trustee is appointed for the Mortgagor Borrower or Borrower any Guarantor or for a substantial part of its assets without its the consent of the party against which the appointment is made and is not removed within 60 days after the such appointment; (9) proceedings 8. Proceedings are commenced against the Mortgagor Borrower or Borrower any Guarantor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those such proceedings remain undismissed for 60 days after commencement; or the Mortgagor Borrower or Borrower Guarantor consents to the commencement of those such proceedings; (10) any 9. Any judgment is entered against the Mortgagor Borrower or Borrowerany Guarantor, or any attachment, levy, or garnishment is issued against any property of the Mortgagor Borrower or Borrowerany Guarantor; (11) 10. The Borrower or any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or BorrowerGuarantor, without the MortgageeBank's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside except in the ordinary course of its business, or (e) agrees to do any of the foregoing (notwithstanding the foregoing, any subsidiary may merge or consolidate with any other subsidiary, or with the Borrower so long as the Borrower is the survivor); or (15) there 11. There is a substantial change in the existing or prospective financial condition of the Mortgagor Borrower or Borrower any Guarantor which the Mortgagee Bank in good faith determines to be materially adverse; 12. The Bank in good faitx xxxxx xxxelf insecure.

Events of Default; Acceleration. Upon the occurrence of If any of the following, the Mortgagee following events ("Events of Default") shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by lawoccur: (1a) The Mortgagor or, if other than the Mortgagor or all Borrower shall fail to pay within five (5) days of the undersigned, when due and payable any principal obligor of or interest on the Debt (collectively, the "Borrower") fails to pay when due any amount payable under the note(s), the guaranty, Loans or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower (a) fails to observe or perform sum due under any other term of the note(s), the guaranty, or any other agreement evidencing the Debt, or Loan Documents; (b) makes the Guarantor shall fail to comply with any materially incorrect term or misleading representation condition set forth in any financial statement or other information delivered to the Mortgagee; (3) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the Mortgagee; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes an assignment for the benefit of Creditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and is not removed within 60 days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the MortgageeBank (except if the Obligations have been paid in full in cash and the Commitment has terminated); (13d) the Mortgagor Borrower or Borrower diesany of its Subsidiaries or the Guarantor shall fail to perform any other term, covenant or agreement contained in the Loan Documents within thirty (30) days after the Bank has given written notice of such failure to the Borrower; (14e) any representation or warranty of the Borrower, any of its Subsidiaries or the Guarantor in the Loan Documents or in any certificate or notice given in connection therewith shall have been false or misleading in any material respect at the time made or deemed to have been made; (f) the Mortgagor or Borrower, without any of its Subsidiaries or the Mortgagee's written consentGuarantor shall fail to pay when due or within any applicable period of grace any Indebtedness owing to the Bank or any affiliates of the Bank or any other Indebtedness for borrowed money to any other third party in an aggregate principal amount greater than $500,000; (g) any of the Loan Documents shall cease to be in full force and effect; (h) the Borrower, any of its Subsidiaries or the Guarantor (i) shall make an assignment for the benefit of creditors, (aii) is dissolvedshall be adjudicated bankrupt or insolvent, (biii) merges shall seek the appointment of, or consolidates with any third partybe the subject of an order appointing, (c) leasesa trustee, sells liquidator or otherwise conveys a material receiver as to all or part of its assets or business outside the ordinary course of its businessassets, (div) leasesshall commence, purchases approve or otherwise acquires a material part consent to, any case or proceeding under any bankruptcy, reorganization or similar law and, in the case of an involuntary case or proceeding, such case or proceeding is not dismissed within forty-five (45) days following the assets of any other corporation or business entity outside the ordinary course of its businesscommencement thereof, or (ev) agrees to do shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (i) the Borrower, any of its Subsidiaries or the foregoingGuarantor shall be unable to pay debts as they mature; (j) there shall remain undischarged for more than thirty (30) days any final judgment or execution action against the Borrower, any of its Subsidiaries or the Guarantor that, together with other outstanding claims and execution actions against the Borrower, such Subsidiary or the Guarantor, exceeds $500,000 in the aggregate; (k) a WPI Event of Default shall have occurred and be continuing; (1) the Subscription Agreement shall terminate or cease to be in full force and effect; or (15m) there is a substantial change in the existing Availability under the WPI Loan Agreement shall be less than $3,000,000 at any time; THEN, or prospective financial condition of the Mortgagor or Borrower which the Mortgagee in good faith determines to be materially adverse.at any time thereafter:

Events of Default; Acceleration. Upon the occurrence of any of the followingfollowing (hereinafter referred to as “Events of Default”), the Mortgagee Secured Party shall be entitled to exercise its remedies under this Mortgage Agreement or as otherwise provided by law: (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") Debtor fails to pay when due any amount payable under the note(s)notes comprising the Indebtedness, the guarantyCredit Facilities, or any other agreement evidencing the DebtIndebtedness; (2) the Mortgagor or Borrower Debtor (a) fails to observe or perform any other term of agreement evidencing or securing the note(s)Indebtedness, including, but not limited to the notes comprising the Indebtedness, the guaranty, or any other agreement evidencing the Debt, Credit Facilities or (b) makes make any materially incorrect or misleading representation in any financial statement or other information delivered to the MortgageeSecured Party; (3) there is a default Debtor defaults under the terms of this Mortgagethe notes comprising the Indebtedness, Credit Facilities, or any other note, loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, Indebtedness transaction or any guaranty of the Debt Indebtedness becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its such a guaranty; (4) the Mortgagor or Borrower Debtor fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, Secured Party or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing to the MortgageeSecured Party; (5) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor or Borrower Debtor becomes insolvent or unable to pay its his debts as they become due; (76) the Mortgagor or Borrower Debtor (a) makes an assignment for the benefit of Creditorscreditors, (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency insolvency, or similar laws of any jurisdiction; (8) 7) a custodian, receiver, or trustee is appointed for the Mortgagor or Borrower Debtor or for a substantial part of its his assets without its the consent of the party against which the appointment is made and is not removed within 60 sixty (60) days after the such appointment; or Debtor consents to such appointment; (9) 8) proceedings are commenced against the Mortgagor or Borrower Debtor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those such proceedings remain undismissed for 60 sixty (60) days after commencement; or the Mortgagor or Borrower Debtor consents to the commencement of those such proceedings; (109) any judgment is entered against the Mortgagor or BorrowerDebtor, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or BorrowerDebtor; (1110) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment judgment, or lien affecting the PremisesCollateral; (1211) the Mortgagor Debtor sells, transfers transfers, or hypothecates or attempts to sell, transfer, or hypothecate all or any part of the Premises Collateral except as provided in this Mortgage Security Agreement without the prior written consent of the MortgageeSecured Party; (12) Debtor dies; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or BorrowerDebtor, as applicable, without the Mortgagee's Secured Party’s written consent, (a) is dissolveddissolved or its existence is terminated, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, or (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its business, or (e) agrees to do any of the foregoing; or (1514) there is a substantial change in the existing or prospective financial condition of the Mortgagor or Borrower Debtor which the Mortgagee Secured Party in good faith determines to be materially adverse; or (15) if at any time or for any reason Secured Party reasonably and in good xxxxx xxxxx itself insecure.

Events of Default; Acceleration. Upon the occurrence of If any of the following, the Mortgagee following events ("EVENTS OF DEFAULT") shall be entitled to exercise its remedies under this Mortgage or as otherwise provided by lawoccur: (1a) The Mortgagor or, if other than the Mortgagor or all either of the undersigned, any principal obligor of the Debt (collectively, the "Borrower") fails Borrowers shall fail to pay when due and payable any amount payable under principal of or interest on the note(s), the guaranty, Loan or any other agreement evidencing sum due under any of the DebtLoan Documents; (2b) either of the Mortgagor Borrowers shall fail to perform any term, covenant or Borrower agreement contained in Section 9 hereof; (ac) fails either of the Borrowers or the Guarantor shall fail to observe or perform any other term term, covenant or agreement contained in the Loan Documents after the Bank has given notice of such failure to the Borrowers; (d) any representation or warranty of the note(s), the guaranty, Borrowers or any other agreement evidencing of their Subsidiaries or of the Debt, Guarantor in the Loan Documents or (b) makes in any materially incorrect certificate or notice given in connection therewith shall have been false or misleading representation in any financial statement material respect at the time made or other information delivered deemed to the Mortgageehave been made; (3e) there is a either of the Borrowers or any of their Subsidiaries or the Guarantor shall be in default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money agreements evidencing Indebtedness owing to (i) the MortgageeBank or any affiliates of the Bank or (ii) any other Indebtedness to any other third party; (5f) a "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower Loan Documents shall cease to be in full force and effect, (g) the Borrowers or any affiliate of their Subsidiaries or the Mortgagor or Borrower; Guarantor (6i) the Mortgagor or Borrower becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor or Borrower (a) makes shall make an assignment for the benefit of Creditorscreditors, (bii) consents to shall be adjudicated bankrupt or insolvent, (iii) shall seek the appointment of a custodian, receiverof, or trustee for itself be the subject of, an order appointing, a trustee, liquidator or for a substantial receiver as to all or part of its assets, (iv) shall commence, approve or (c) commences consent to, any case or proceeding under any bankruptcy, reorganization, liquidation, insolvency reorganization or similar laws law and, in the case of any jurisdiction; (8) a custodianan involuntary case or proceeding, receiver, such case or trustee is appointed for the Mortgagor or Borrower or for a substantial part of its assets without its consent and proceeding is not removed dismissed within 60 sixty (60) days after the appointment; (9) proceedings are commenced against the Mortgagor or Borrower under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those proceedings remain undismissed for 60 days after commencement; or the Mortgagor or Borrower consents to following the commencement of those proceedings; (10) any judgment is entered against the Mortgagor or Borrower, or any attachment, levy, or garnishment is issued against any property of the Mortgagor or Borrower; (11) any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower dies; (14) the Mortgagor or Borrower, without the Mortgagee's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside the ordinary course of its businessthereof, or (ev) agrees to do shall be the subject of an order for relief in an involuntary case under federal bankruptcy law; (h) either of the Borrowers or any of their Subsidiaries or the foregoingGuarantor shall be unable to pay their respective debts as they mature; (i) there shall remain undischarged for more than thirty (30) days any final judgment or execution action against either of the Borrowers or any of their Subsidiaries or the Guarantor that, together with other outstanding claims and execution actions against such Borrower or such Subsidiaries or the Guarantor exceeds $50,000 in the aggregate; (j) the Guarantor shall cease to own legally or beneficially one hundred percent (100%) or more of the voting stock of Discas, Inc. on a fully diluted basis, (k) Discas, Inc. shall cease to own legally or beneficially sixty-eight and eight-tenths percent (68.8%) or more of the voting stock of Discas Recycled Products Corporation on a fully diluted basis, (l) the CDA Guarantee Certificate shall have terminated or (15m) there is the Borrower shall fail to provide the Bank with (i) evidence satisfactory to the Bank that DED has made subordinated loans and grants to the Borrowers in an aggregate amount equal to or greater than $270,000 on terms and conditions satisfactory to the Bank and (ii) a substantial change in the existing or prospective financial condition fully executed copy of the Mortgagor DED Subordination Agreement, in each case on or Borrower which the Mortgagee in good faith determines to be materially adverse.before July 1, 1993; THEN, or at any time thereafter:

Events of Default; Acceleration. Upon the occurrence of If any of the followingfollowing events occurs, the Mortgagee this note shall be entitled to exercise its remedies under due immediately without notice at the Bank's option whether or not the Bank has made demand. 1. The Borrower or any guarantor of this Mortgage or as otherwise provided by law: note (1) The Mortgagor or, if other than the Mortgagor or all of the undersigned, any principal obligor of the Debt (collectively, the "BorrowerGuarantor") fails to pay when due any amount payable under the note(s), the guaranty, this note or under any agreement or instrument evidencing debt to any creditor; 2. The Borrower or any other agreement evidencing the Debt; (2) the Mortgagor or Borrower Guarantor (a) fails to observe or perform any other term of the note(s)this note; (b) makes any materially incorrect or misleading representation, the guarantywarranty, or any other agreement evidencing certificate to the Debt, or Bank; (bc) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the MortgageeBank; or (3d) there is a default under the terms of this Mortgage, any loan agreement, mortgage, security agreement, or other document executed as part of the Debt transaction, or any guaranty of the Debt becomes unenforceable in whole or in part, or any guarantor fails to promptly perform under its guaranty; (4) the Mortgagor or Borrower fails to pay when due any amount payable under any note or agreement evidencing debt to the Mortgagee, or defaults under the terms of any agreement or instrument relating to or securing any debt for borrowed money owing (other than the debt evidenced by this note) such that the creditor declares the debt due before its maturity; 3. There is a default under the terms of any loan agreement, mortgage, security agreement, or any other document executed as part of the loan evidenced by this note, or any guaranty of the loan evidenced by this note becomes unenforceable in whole or in part, or any Guarantor fails to the Mortgageepromptly perform under its guaranty; (5) a 4. A "reportable event" (as defined in the Employee Retirement Income Security Act of 1974 as amended) occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of the Mortgagor or Borrower or any affiliate of the Mortgagor or Borrower; (6) the Mortgagor 5. The Borrower or Borrower any Guarantor becomes insolvent or unable to pay its debts as they become due; (7) the Mortgagor 6. The Borrower or Borrower any Guarantor (a) makes an assignment for the benefit of Creditors, creditors; (b) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets, ; or (c) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws of any jurisdiction; (8) a 7. A custodian, receiver, or trustee is appointed for the Mortgagor Borrower or Borrower any Guarantor or for a substantial part of its assets without its the consent of the party against which the appointment is made and is not removed within 60 days after the such appointment; (9) proceedings 8. Proceedings are commenced against the Mortgagor Borrower or Borrower any Guarantor under any bankruptcy, reorganization, liquidation, or similar laws of any jurisdiction, and those such proceedings remain undismissed for 60 days after commencement; or the Mortgagor Borrower or Borrower Guarantor consents to the commencement of those such proceedings; (10) any 9. Any judgment is entered against the Mortgagor Borrower or Borrowerany Guarantor, or any attachment, levy, or garnishment is issued against any property of the Mortgagor Borrower or Borrowerany Guarantor; (11) 10. The Borrower or any proceedings are instituted for the foreclosure or collection of any mortgage, judgment or lien affecting the Premises; (12) the Mortgagor sells, transfers or hypothecates any part of the Premises except as provided in this Mortgage without the prior written consent of the Mortgagee; (13) the Mortgagor or Borrower Guarantor dies; (14) the Mortgagor 11. The Borrower or Borrowerany Guarantor, without the MortgageeBank's written consent, (a) is dissolved, (b) merges or consolidates with any third party, (c) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business, (d) leases, purchases or otherwise acquires a material part of the assets of any other corporation or business entity outside except in the ordinary course of its business, or (e) agrees to do any of the foregoing (notwithstanding the foregoing, any subsidiary may merge or consolidate with any other subsidiary, or with the Borrower so long as the Borrower is the survivor); or 12. The loan-to-value ratio of any pledged securities at any time exceeds N/A %, and such excess continues for five (155) there days after notice from the Bank to the Borrower; 13. There is a substantial change in the existing or prospective financial condition of the Mortgagor Borrower or Borrower any Guarantor which the Mortgagee Bank in good faith determines to be materially adverse; 14. The Bank in good fxxxx xxxxx itself insecure.