Common use of EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT Clause in Contracts

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due under this Note is not paid when due, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or default.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due under this Note is not paid when due, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx Payee shall be entitled to exercise all rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or default.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1 It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note Agreement if: (a) your business ceases or a meeting of your creditors is not paid when duecalled; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or if similar proceeding is commenced by or against you under any check tendered for federal or state law; (c) you breach any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant under contained in this Agreement; or (d) you fail to pay any salesObligation when due. 17.2 After the occurrence of an Event of Default which is not waived by us, purchase or security agreement or we may terminate this Agreement without notice to you. We shall then have immediate access to, and may remove from any premises where same may be located, any and all Books and Records as may pertain to the termination or non-renewal by Maker of Accounts, Returned Goods and any sales or purchase agreement with Payeeother collateral hereunder. Furthermore, as may be necessary to administer and enforce our rights in the Accounts, Returned Goods and any other collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to: (a) use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy elsewhere; and (b) notify postal authorities to change the address for delivery of your mail to such address as we may designate and to receive and open your mail. We agree to turn over to you or insolvency proceedingyour representative all mail not related to the aforesaid purposes. 17.3 After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys' fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any 17.1. It is an “Event of Default” under the Loan this Agreement if: (hereinafter defineda) occurs your business ceases or a meeting of your creditors is called; (provided that Maker and Payee may enter b) any bankruptcy, insolvency, arrangement, reorganization, receivership or have entered into a loan agreement with respect similar proceeding is commenced by or against you under any federal or state law; (c) you breach any representation, warranty or covenant contained in this Agreement; (d) you fail to the indebtedness evidenced hereby) or if pay any amount due under this Note is not paid Obligation when due, or if (e) any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations default shall have occurred under this or any other agreement or arrangement with Payee between us which remains uncured for seven (or 7) days. 17.2. After the occurrence of an Event of Default which is not waived by us, we may terminate this Agreement without notice to you. We shall then have immediate access to any and all Books and Records as may pertain to the Accounts, Returned Goods and any other subsidiary or affiliate of Payee’s parent corporationcollateral hereunder. Furthermore, Cardinal Healthas may be necessary to administer and enforce our rights in the Accounts, Inc.), including, without limitation, the breach of Returned Goods and any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payeeother collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy or insolvency proceedingelsewhere. 17.3. After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys’ fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any 17.1 It is an “Event of Default” under this Agreement if: (a) your business ceases or a meeting of your creditors is called for the Loan adjustment of your debt or other debtor relief arrangement; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding is commenced by or against you under any federal or state law and, in the case of an involuntary proceeding, has not been dismissed or stayed within sixty (60) days; (c) you breach any representation, warranty or covenant contained in Section 4.1 and 4.4 of this Agreement; (d) you breach any representation, warranty or covenant contained in this Agreement (hereinafter defined) occurs (provided that Maker other than Section 4.1 and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby4.4 thereof) or in any other agreement between us which, if any amount due under this Note such breach can be cured, is not paid cured within ten (10) days of (i) the date we give you notice of such failure or (ii) the date you knew about such breach; (e) you fail to pay any Obligation when due, ; or if (f) any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations default shall have occurred under this or any other agreement or arrangement with Payee between us. 17.2 After the occurrence of an Event of Default which is not waived by us or cured by you, we may terminate this Agreement without notice to you. 17.3 After the occurrence of an Event of Default which is not waived by us or cured by you, we shall then have immediate access to any and all Books and Records as may pertain to the Collateral referred to herein. Furthermore, as may be necessary to administer and enforce our rights in the Collateral hereunder, or to facilitate the collection or realization thereof, we have your permission to use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or elsewhere. 17.4 Upon the Purchase Price of any other subsidiary or affiliate Factor Risk Accounts being credited and/or paid to you, as herein provided and/or following the occurrence of Payee’s parent corporation, Cardinal Health, Inc.any Event of Default (which is not waived by us), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due present and payable at the option future Accounts of the holder of this Notecustomer and all other Collateral in which we have a security interest, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate as more fully set forth in paragraph number 4 above, we shall have all of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all the rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such Collateral is required by law, it is agreed that ten (10) days’ notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys’ fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option become due, in such order as we may elect. You shall remain liable to us for any deficiency with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with your Obligations. With respect to any Accounts purchased from you in accordance with this Agreement, and any Returned Goods relating thereto, you hereby confirm that or any subsequent nonpayment or defaultwe shall be the owners thereof, and that our rights of ownership will permit us to deal with this property as the owner thereof and you confirm that you shall have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note Agreement if: (a) your business ceases or a meeting of your creditors is not paid when duecalled; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or if similar proceeding is commenced by or against you under any check tendered for federal or state law; (c) you breach any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant under contained in this Agreement; or (d) you fail to pay any salesObligation when due. After the occurrence of an Event of Default which is not waived by us, purchase in a dated, signed writing, we may terminate this Agreement without notice to you. We may remove from any premises where same may be located any and all documents, instruments, files and records, and any receptacles or security agreement or cabinets containing same, relating to the termination or non-renewal by Maker of any sales or purchase agreement with PayeeAccounts, or if Maker becomes insolventwe may use (at your expense) such of your personnel, commences supplies or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor space at your place of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note business or otherwise, then all payments thereafter due under this Note as may be necessary to administer and control the Accounts or to handle the collection and realization thereon. Further, in any such event, we may without advertisement, sell, assign and deliver the Accounts and any goods or other property held by us, for your account, at public or private sale, for cash, on credit or otherwise at our sole option and discretion, and we may bid or become purchasers at any such sale, free from any right of redemption which is hereby expressly waived by you. (If notice of intended disposition of any such collateral or goods is required by law, five (5) days notice shall become immediately due and payable at constitute reasonable notification.) The net cash proceeds resulting from the option exercise of any of the holder of this Noteforegoing rights, without further demand or noticeafter deducting all charges, costs and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx expenses (including reasonable attorneys' fees) shall be entitled applied by us to exercise all rights the payment of your Obligations to us, whether due or to become due in such order as we may elect and remedies provided you shall remain liable to us for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or defaultdeficiencies.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any 17.1. It is an “Event of Default” under the Loan this Agreement if: (hereinafter defineda) occurs any of your respective businesses cease or a meeting of your respective creditors is called; (provided that Maker and Payee may enter b) any bankruptcy, insolvency, arrangement, reorganization, receivership or have entered into a loan agreement with respect similar proceeding is commenced by or against any of you under any federal or state law; (c) any of you breach any representation, warranty or covenant contained in this Agreement; (d) any of you fail to the indebtedness evidenced hereby) or if pay any amount due under this Note is not paid Obligation when due, or if ; (e) any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations default shall have occurred under this or any other agreement or arrangement now or hereafter between us and any of you; (f) the Purchase Agreement is terminated; (g) we are given notice that we are no longer providing the receivables management accommodations or (h) any default shall have occurred under the Affiliates Agreement. 17.2. After the occurrence of an Event of Default which is not waived by us, we may terminate this Agreement upon ten (10) days prior notice to you, unless such Event of Default occurs under Section 17.1(a) or (b) in which case without notice to you, provided that so long as an agreement (in form and substance acceptable to us) is in place between us and any entity that has entered into a receivables management or other type of factoring agreement with Payee you or the SPV, our obligations to purchase Accounts previously assigned to us under Section 1 prior to such termination date shall continue until (i) such Accounts are paid in full, or (ii) we have purchased such Accounts pursuant to the provisions of the Purchase Provisions, or (iii) we have charged back such Accounts (but in no event shall we setoff against collections on the Accounts prior to our purchase thereof). 17.3. Upon any other subsidiary termination of this Agreement, we shall then have immediate access to any and all Books and Records as may pertain to the Collateral referred to herein. Furthermore, as may be necessary to administer and enforce our rights in the Collateral hereunder, or affiliate to facilitate the collection or realization thereof, we have your permission to use (at your expense) your personnel, supplies, equipment, computers and space, at your place of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, business or elsewhere. 17.4. Upon the breach Purchase Price of any termCIT Risk Account being paid to the Blocked Account, conditionas more fully set forth above, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor we shall have all of the obligation hereby evidenced shall die or if rights and remedies of a secured party under Article 9 of the holder of this Note in good xxxxx xxxxx itself insecure Uniform Commercial Code with respect to such purchased Accounts. If notice of intended disposition of any amount owed to such Collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. The net cash proceeds resulting from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option exercise of any of the holder of this Noteforegoing rights, without further demand after deducting all charges, costs and expenses (including reasonable attorneys’ fees) will be applied by us to the payment or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for by law. Any failure satisfaction of the holder of this Note Obligations, whether due or to exercise the above- described option become due, in such order as we may elect. You shall remain liable to us for any deficiency with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with your Obligations. With respect to any Accounts purchased from SPV in accordance with the Purchase Provisions, and any Returned Goods relating thereto, you hereby confirm that we shall be the owners thereof, and that our rights of ownership will permit us to deal with this property as the owner thereof and you confirm that you shall have no interest therein. 17.5. It is a “CIT Event of Default” under this Agreement if: (a) we breach any material covenant contained herein; or (b) any subsequent nonpayment other agreement now or defaulthereafter between us and you is terminated as a result of CIT’s material breach thereunder. 17.6. Upon any termination of this Agreement, during the period beginning on the date of termination and ending on the earlier of (i) six (6) months from such date; and (ii) the date on which there are no longer any Accounts outstanding hereunder: (a) you shall use reasonable cooperation to provide us with continued access to Books and Records relating to the Accounts and as may pertain to the Collateral and, as may be necessary to administer and enforce our rights in the Collateral, or to facilitate the collection or realization thereof, use your personnel, supplies, equipment, computers and office space, provided that all such activities do not disrupt the conduct of your day to day business operations, and (b) we shall use reasonable cooperation to provide you with continued access to such financial information, account information and other information pertaining to you which is generated or made available on our Client Information System or such other computer system as we may from time to time choose to use.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “6.1 It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note agreement if: (a) your business ceases or a meeting of your creditors is not paid when duecalled; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or if similar proceeding is commenced by or against you under any check tendered for federal or state law; (c) you breach any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant contained in this agreement; (d) you fail to pay any Obligation when due; or (e) the occurrence of an Event of Default (as defined therein) under the Agreement. 6.2 After the occurrence of an Event of Default which is not waived by us, we shall have the right, with or without notice to you, to foreclose the Security Interest created herein by any salesavailable judicial procedure, or to take possession of the Inventory without judicial process, and to enter any premises where the Inventory may be located for the purpose of taking possession of or removing the Inventory. We shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Inventory, whether in its then condition or after further preparation or processing, in your name or in ours, or in the name of such party as we may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as we in our sole discretion may deem advisable, and we shall have the right to purchase or security agreement or the termination or non-renewal by Maker at any such sale. If notice of intended disposition of any sales or purchase agreement with Payeesaid Inventory is required by law, fifteen (15) days notice shall constitute reasonable notification. If any Inventory shall require maintenance, preparation, or if Maker becomes insolventis in process or other unfinished state, commences we shall have the right, at our option, to do such maintenance, preparation, processing or has commenced against completion of manufacturing, for the purpose of putting the Inventory in such saleable form as we shall deem appropriate. You agree, at our reasonable request, to assemble the Inventory and to make it available to us at places which we shall select, whether at your premises or elsewhere, and to make available to us your premises and facilities for the purpose of our taking possession of, removing or putting the Inventory in saleable form. The proceeds of any bankruptcy such sale, lease or insolvency proceedingother disposition of the Inventory shall be applied first, to the expenses of taking, holding, storing, processing, preparing for sale, selling, and the like, and then to the satisfaction of your Obligations to us, application as to particular Obligations or as to principal or interest to be in our sole discretion. You shall be liable to us for, and shall pay to us on demand, any deficiency which may remain after such sale, lease or other disposition, and we in turn agree to remit to you, or if your successors or assigns, any guarantor surplus resulting therefrom. The enumeration of the obligation hereby evidenced foregoing rights is not intended to be exhaustive and the exercise of any right shall die not preclude the exercise of any other rights, all of which shall be cumulative. 6.3 To the extent that your Obligations are now or if hereafter secured by any assets or property other than the holder Inventory, or by the guarantee, endorsement, assets or property of this Note any other person, then we shall have the right in good xxxxx xxxxx itself insecure our sole discretion to determine which rights, security, liens, security interests or remedies we shall at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Noteto, without further demand in any way modifying or noticeaffecting any of them, and interest thereafter shall accrue upon the entire outstanding balance or of this Note at the rate set forth in paragraph number 4 any of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all our rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or defaulthereunder.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “5.1 It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note agreement if: (a) your business ceases or a meeting of your creditors is not paid when duecalled; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or if similar proceeding is commenced by or against you under any check tendered for federal or state law; (c) you breach any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant contained in this agreement; (d) you fail to pay any Obligation when due; or (e) there is an occurrence of an Event of Default (as defined therein) under the Agreement. 5.2 After the occurrence of an Event of Default which is not waived by us, we shall have the right, with or without notice to you, to foreclose the Security Interest created herein by any salesavailable judicial procedure, or to take possession of the Inventory without judicial process, and to enter any premises where the Inventory may be located for the purpose of taking possession of or removing the Inventory. We shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Inventory, whether in its then condition or after further preparation or processing, in your name or in ours, or in the name of such party as we may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as we in our sole discretion may deem advisable, and we shall have the right to purchase or security agreement or the termination or non-renewal by Maker at any such sale. If notice of intended disposition of any sales or purchase agreement with Payeesaid Inventory is required by law, five (5) days notice shall constitute reasonable notification. If any Inventory shall require maintenance, preparation, or if Maker becomes insolventis in process or other unfinished state, commences we shall have the right, at our option, to do such maintenance, preparation, processing or has commenced against completion of manufacturing, for the purpose of putting the Inventory in such saleable form as we shall deem appropriate. You agree, at our request, to assemble the Inventory and to make it available to us at places which we shall select, whether at your premises or elsewhere, and to make available to us your premises and facilities for the purpose of our taking possession of, removing or putting the Inventory in saleable form. The proceeds of any bankruptcy such sale, lease or insolvency proceedingother disposition of the Inventory shall be applied first, to the expenses of taking, holding, storing, processing, preparing for sale, selling, and the like, and then to the satisfaction of your Obligations to us, application as to particular Obligations or as to principal or interest to be in our sole discretion. You shall be liable to us for, and shall pay to us on demand, any deficiency which may remain after such sale, lease or other disposition, and we in turn agree to remit to you, or if your successors or assigns, any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or default.surplus

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. (a) The following events are hereby defined for all purposes of this Agreement as "default"; (1) The failure of PNAT to pay, when due the Note or to meet any condition or requirement specified in the Note; (2) The failure of PNAT to honor any ACH payment when due or any failure of the ACH payment authorizations including, but not limited to revoking the authorization, failure of funds to be available to honor an ACH payment, PNAT otherwise modifying (without Lender's Written Authorization) or otherwise changing or revoking the ACH authorization; (3) If Pledgor, PNAT or any other person, business or entity, causes there to be, any liens or encumbrances, adverse claim of any kind, or any other impediment of any kind to the sale of the above described shares of stock, except for the Promissory Note and Security Agreement between Pledgor and Mammoth Corporation; (4) PNAT, or any maker, drawer, acceptor, endorser, guarantor, surety, accommodation party or other person now or hereafter primarily or secondarily liable upon or for payment of any part of the Note or any Indebtedness, or for performance of any part of this Agreement or any agreement or instrument creating, evidencing, securing, or executed or delivered in connection with any Indebtedness (each hereinafter called an "Other Liable Party") dies or becomes incapacitated (if a natural person) or becomes insolvent (however such insolvency may be evidenced); (5) If PNAT or any Other Liable Party shall file a voluntary petition in bankruptcy or for relief under any provision of any federal bankruptcy law or similar law of any other jurisdiction; (6) If any “Event involuntary petition under any federal bankruptcy law or similar law of Default” any other jurisdiction shall be filed against PNAT or any Other Liable Party and such involuntary petition is not dismissed within ninety (90) days thereafter; (7) If PNAT or any Other Liable Party shall be adjudicated a bankrupt or insolvent, make an assignment for the benefit of creditors, call a meeting of creditors or for the appointment of a committee of creditors or a liquidating agent, or offer to receive from any creditors a composition or extension of any indebtedness of any of them; (8) If PNAT or any Other Liable Party shall file any petition or answer seeking for itself any arrangement, composition, winding up, liquidation, readjustment, extension, reorganization, or dissolution under any federal bankruptcy law or any applicable present or future law, statute or regulation under federal law or any other jurisdiction, or shall file any answer admitting the Loan Agreement material allegations of a petition or complaint filed against the Pledgor or any Other Liable Party in any such proceeding; (hereinafter defined9) occurs (provided that Maker and Payee may enter If any judgment, injunction, order or have other post-judgment proceeding or in connection with the enforcement of a judgment, injunction or orderis entered into a loan agreement or maintained against PNAT, Pledgor or any Other Liable Party, or with respect to the indebtedness evidenced herebyCollateral or any property of any of them; (10) If any governmental authority, or any court at the instance thereof, shall take possession of the Collateral or any substantial part of the property of or assume control over the affairs or operations of PNAT, Pledgor or any Other Liable Party, or if a receiver, trustee, liquidate, conservator, rehabilitator, or any amount due under this Note other similar individual , judicial officer or committee shall be appointed for the Pledgor or any Other Liable Party, or take possession of all or any substantial part of, or a writ or order or attachment, sequestration, or garnishment shall be issued or made against any of the Collateral or property of the Pledgor or any Other Liable Party, or if the Pledgor or any Other Liable Party shall see, consent to or acquiesce in any of the foregoing; (11) The failure to withhold, collect or remit any tax or the failure to pay, as they become due, any debts or taxes for which PNAT, Pledgor or any Other Liable Party is not paid when dueprimarily or secondarily liable, or if any check tendered for any such amount is not honored debt shall become due and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all payable by acceleration of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceedingmaturity thereof, or if any guarantor of the obligation hereby evidenced event or condition shall die or if occur which shall permit the holder of this Note in good xxxxx xxxxx itself insecure with respect any such debt to any amount owed to declare it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable upon the lapse of time, giving of notice or otherwise; (12) If the Pledgor or any Other Liable Party (if other than a natural person) shall be dissolved, wound up, liquidated or otherwise terminated, or be a party to any merger, corporate reorganization or consolidation without the written consent of the Lender; (13) The whole or partial suspension or discontinuance of a significant portion of the business of or failure in business of or by the Pledgor or any Other Liable Party, including the imminent or threatened occurrence of any of the foregoing events; (14) If the Pledgor or any Other Liable Party shall sell substantially all or any integral portion of its assets or makes a bulk transfer without the written consent of the Lender; (15) If the Pledgor or any Other Liable Party makes or has made to Lender or furnished or has furnished the Lender any representation, warranty, financial or other information, or statements which are untrue or misleading in any respect and which is material; (16) If the Pledgor or any Other Liable Party violates any covenants, agreement or condition contained in this Agreement, the Note or any related documents executed at or about the time of this Agreement and any such violation is material; (17) The failure of the Pledgor, any Other Liable Party or the Collateral to comply with applicable margin regulations of the Federal Reserve Board; or (18) The occurrence of any other event defined as a default in the Note or any instrument creating, evidencing, securing, or executed or delivered in connection with any Indebtedness. (19) Any provision contained in this Agreement notwithstanding, the Notice provisions contained in Section 3(a)(i through iii) of the Note shall apply to this Security Agreement. (b) In the event one or more defaults occur: (1) The Lender may cause all shares of stock and all registered evidences of indebtedness then or thereafter pledged hereunder to be transferred into its own name (if not already so registered) or that of its nominee, and thereafter, the Lender will have all rights, title and ownership of the Shares, as described in Section 4(f) of this Agreement. Pledgor agrees to sign any and all documents necessary or expedient to allow Lender to liquidate the shares as provided in this Section. Pledgor agrees to pay any damages suffered by lender and agrees that Lender is entitled to damages or, at the option election of Lender, Equitable relief, to enforce the terms of this agreement. (2) In the event of each and every material default, the Lender may declare the principal amount of the holder of this Note, without further demand or noticeany unmatured Indebtedness secured hereby, and any accrued interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming thereon, if not already due and payable, Xxxxx to be immediately due and payable, and upon such declaration, the Note, such Indebtedness and the accrued interest thereon shall become and be immediately due and payable, anything contained in this Agreement, the Note, or any agreement or instrument creating, evidencing, securing, or executed or delivered in connection with any such Indebtedness to the contrary notwithstanding. The sale of shares posted as collateral, however, shall not be contingent on providing notice of any kind to Pledgor. Any such declaration may be made by notice in writing to the Pledgor and may be sent in conformance with Section 9 of this agreement. This provision, however, is subject to the condition that if at any time after such declaration and prior to the date of maturity as stated in the Note or the agreement or instrument creating or evidencing any Indebtedness, all arrears of principal and interest thereon (with interest, if any to the extent permitted by law, at the rate specified therein on any overdue interest) and the reasonable collection expense of the Lender, its agents and attorneys, shall either be paid by or for the account of Pledgor, and all defaults as aforesaid (other than the payment of principal and accrued interest which has been accelerated by declaration) shall have been made good or cured to the satisfaction of the Lender, then and in every such case the Lender may, at its option evidenced by an instrument of waiver and rescission, waive such default and its consequences and rescind such declaration, and thereupon the Lender and the Pledgor shall be entitled restored to exercise all their former respective positions and rights thereunder, provided however, that no waiver shall extend to or affect any subsequent default or impair or exhaust any right or power thereon. (3) In addition to the rights and remedies listed above, the Lender shall have then or at any time thereafter the rights and remedies provided for by law. Any failure in the Uniform Commercial Code in force in the State of Illinois at the holder date of execution of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or defaultAgreement.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any 17.1 It is an “Event of Default” under this Agreement if: (a) your business ceases for a period of 30 consecutive days or a meeting of your creditors is called; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding is commenced by or against you under any federal or state law within 60 days in the Loan Agreement case of an involuntary proceeding; which has not been stayed or dismissed; (hereinafter definedc) occurs you breach any material representation, material warranty or covenant contained in this Agreement; or (provided that Maker and Payee may enter or have entered into a loan agreement d) you fail to pay any Obligation when due. 17.2 After the occurrence of an Event of Default which is not waived by us with respect to the indebtedness evidenced herebydefault in paragraph 17.1 section (c) and not cured by you within thirty (30) days after notice of such breach, we may terminate this Agreement without notice to you. We shall then have immediate access to, and may remove from any premises where same may be located, any and all Books and Records as may pertain to the Accounts, Returned Goods and any other collateral hereunder. Furthermore, as may be necessary to administer and enforce our rights in the Accounts, Returned Goods and any other collateral hereunder, or if any amount due under this Note to facilitate the collection or realization thereof, we have your permission to: (a) use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or wherever located; and (b) notify postal authorities to change the address for delivery of your mail to such address as we may designate and to receive and open your mail. We agree to turn over to you or your representative all mail not related to the aforesaid purposes. 17.3 After the occurrence of an Event of Default which is not paid when duewaived by us and which has not been cured by you as permitted herein, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys’ fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.”

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “6.1 It is an "Event of Default” " under this agreement if: (a) any representation or warranty is incorrect in any material respect or you breach any covenant contained in this agreement; (b) you fail to pay any Obligation when due; or (c) the occurrence and continuance of an Event of Default (as defined therein) under the Loan Agreement Agreement. 6.2 After the occurrence of an Event of Default which is not waived by us, we shall have the right, with or without notice to you, to foreclose the Security Interest created herein by any available judicial procedure, or to take possession of the Inventory without judicial process, and to enter any premises where the Inventory may be located for the purpose of taking possession of or removing the Inventory. We shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Inventory, whether in its then condition or after further preparation or processing, in your name or in ours, or in the name of such party as we may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as we in our sole discretion may deem advisable, and we shall have the right to purchase at any such sale. If notice of intended disposition of any said Inventory is required by law, ten (hereinafter defined10) occurs (provided days notice shall constitute reasonable notification. If any Inventory shall require maintenance, preparation, or is in process or other unfinished state, we shall have the right, at our option, to do such maintenance, preparation, processing or completion of manufacturing, for the purpose of putting the Inventory in such saleable form as we shall deem appropriate. You agree, at our request, to assemble the Inventory and to make it available to us at places which we shall select, whether at your premises or elsewhere, and to make available to us your premises and facilities for the purpose of our taking possession of, removing or putting the Inventory in saleable form. The proceeds of any such sale, lease or other disposition of the Inventory shall be applied first, to the expenses of taking, holding, storing, processing, preparing for sale, selling, and the like, and then to the satisfaction of your Obligations to us, application as to particular Obligations or as to principal or interest to be in our sole discretion. You shall be liable to us for, and shall pay to us on demand, any deficiency which may remain after such sale, lease or other disposition, and we in turn agree to remit to you, or your successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative. 6.3 To the extent that Maker and Payee may enter your Obligations are now or hereafter secured by any assets or property other than the Inventory, or by the guarantee, endorsement, assets or property of any other person, then we shall have entered into a loan agreement the right in our sole discretion to determine which rights, security, liens, security interests or remedies we shall at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to the indebtedness evidenced hereby) to, without in any way modifying or if affecting any amount due under this Note is not paid when dueof them, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all our rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or defaulthereunder.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “6.1 It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note agreement if: (a) your business ceases or a meeting of your creditors is not paid called; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding is commenced by or against you under any federal or state law; (c) you breach any representation, warranty or covenant contained in this agreement, (d) you fail to pay any Obligation when due, or if (e) there is an occurrence of an Event of Default (as defined therein) under the Agreement. 6.2 After the occurrence of an Event of Default which is not waived by us, we shall have the right, with or without notice to you, to foreclose the Security Interest created herein by any check tendered available judicial procedure, or to take possession of the Inventory without judicial process, and to enter any premises where the Inventory may be located for the purpose of taking possession of or removing the Inventory. We shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Inventory, whether in its then condition or after further preparation or processing, in your name or in ours, or in the name of such party as we may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as we in our sole discretion may deem advisable, and we shall have the right to purchase at any such amount sale. If notice of intended disposition of any said Inventory is required by law, five (5) days notice shall constitute reasonable notification. If any Inventory shall require maintenance, preparation, or is in process or other unfinished state, we shall have the right, at our option, to do such maintenance, preparation, processing or completion of manufacturing, for the purpose of putting the Inventory in such saleable form as we shall deem appropriate. You agree, at our request, to assemble the Inventory and to make it 5 available to us at places which we shall select, whether at your premises or elsewhere, and to make available to us your premises and facilities for the purpose of our taking possession of, removing or putting the Inventory in saleable form. The proceeds of any such sale, lease or other disposition of the Inventory shall be applied first, to the expenses of taking, holding, storing, processing, preparing for sale, selling, and the like, and then to the satisfaction of your Obligations to us, application as to particular Obligations or as to principal or interest to be in our sole discretion. You shall be liable to us for, and shall pay to us on demand, any deficiency which may remain after such sale, lease or other disposition, and we in turn agree to remit to you, or your successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not honored intended to be exhaustive and paid immediately upon presentation to the bank on exercise of any right shall not preclude the exercise of any other rights, all of which it is drawnshall be cumulative. 6.3 To the extent that your Obligations are now or hereafter secured by any assets or property other than the Inventory, or if Maker fails by the guarantee, endorsement, assets or property of any other person, then we shall have the right in our sole discretion to purchase all determine which rights, security, liens, security interests or remedies we shall at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to, without in any way modifying or affecting any of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payeethem, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all our rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or defaulthereunder.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1 It is an "Event of Default” " under this Agreement if: (a) your business ceases or a meeting of your creditors is called; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding is commenced by you under any federal or state law, or there is commenced against you under any federal or state law such a proceeding and any such proceeding is not dismissed within ninety (90) days of its commencement; (c) any representation or warranty made by you in this Agreement is incorrect in any material respect when made or you breach any covenant contained in this Agreement; (d) you fail to pay any Obligation when due; (e) there shall be issued or filed against you any tax lien, judgment, attachment or injunction, which, if not dismissed within thirty (30) days from the Loan issuance or filing thereof, would have a Material Adverse Effect; and (f) we, in good faith, deem ourselves insecure in any respect. 17.2 After the occurrence of an Event of Default which is not waived by us, we may terminate this Agreement (hereinafter defined) occurs (provided that Maker without notice to you. We shall then have immediate access to, and Payee may enter or have entered into a loan agreement with respect remove from any premises where same may be located, any and all Books and Records as may pertain to the indebtedness evidenced herebyAccounts, Returned Goods and any other collateral hereunder. Furthermore, as may be necessary to administer and enforce our rights in the Accounts, Returned Goods and any other collateral hereunder, or to facilitate the collection or realization thereof, we have your permission to: (a) use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or if any amount due under this Note elsewhere; and (b) notify postal authorities to change the address for delivery of your mail to such address as we may designate and to receive and open your mail. We agree to turn over to you or your representative all mail not related to the aforesaid purposes. 17.3 After the occurrence of an Event of Default which is not paid when duewaived by us, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that ten (10) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys' fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no legal interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1 It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note Agreement if: (a) your business ceases or a meeting of your creditors is not paid when duecalled; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or if similar proceeding is commenced by or against you under any check tendered for federal or state law; (c) you breach any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant under contained in this Agreement; or (d) you fail to pay any salesObligation when due. 17.2 After the occurrence of an Event of Default which is not waived by us, purchase or security agreement or we may terminate this Agreement without notice to you. We shall then have immediate access to any and all Books and Records as may pertain to the termination or non-renewal by Maker of Accounts, Returned Goods and any sales or purchase agreement with Payeeother collateral hereunder. Furthermore, as may be necessary to administer and enforce our rights in the Accounts, Returned Goods and any other collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy or insolvency proceedingelsewhere. 17.3 After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys' fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “6.1 It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note agreement if: (a) your business ceases or a meeting of your creditors is not paid when duecalled; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or if similar proceeding is commenced by or against you under any check tendered for federal or state law; (c) you breach any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant contained in this agreement; (d) you fail to pay any Obligation when due; or (e) there is an occurrence of an Event of Default (as defined therein) under the Agreement. 6.2 After the occurrence of an Event of Default which is not waived by us, we shall have the right, with or without notice to you, to foreclose the Security Interest created herein by any salesavailable judicial procedure, or to take possession of the Inventory without judicial process, and to enter any premises where the Inventory may be located for the purpose of taking possession of or removing the Inventory. We shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Inventory, whether in its then condition or after further preparation or processing, in your name or in ours, or in the name of such party as we may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as we in our sole discretion may deem advisable, and we shall have the right to purchase or security agreement or the termination or non-renewal by Maker at any such sale. If notice of intended disposition of any sales or purchase agreement with Payeesaid Inventory is required by law, five (5) days notice shall constitute reasonable notification. If any Inventory shall require maintenance, preparation, or if Maker becomes insolventis in process or other unfinished state, commences we shall have the right, at our option, to do such maintenance, preparation, processing or has commenced against completion of manufacturing, for the purpose of putting the Inventory in such saleable form as we shall deem appropriate. You agree, at our request, to assemble the Inventory and to make it available to us at places which we shall select, whether at your premises or elsewhere, and to make available to us your premises and facilities for the purpose of our taking possession of, removing or putting the Inventory in saleable form. The proceeds of any bankruptcy such sale, lease or insolvency proceedingother disposition of the Inventory shall be applied first, to the expenses of taking, holding, storing, processing, preparing for sale, selling, and the like, and then to the satisfaction of your Obligations to us, application as to particular Obligations or as to principal or interest to be in our sole discretion. You shall be liable to us for, and shall pay to us on demand, any deficiency which may remain after such sale, lease or other disposition, and we in turn agree to remit to you, or if your successors or assigns, any guarantor surplus resulting therefrom. The enumeration of the obligation hereby evidenced foregoing rights is not intended to be exhaustive and the exercise of any right shall die not preclude the exercise of any other rights, all of which shall be cumulative. 6.3 To the extent that your Obligations are now or if hereafter secured by any assets or property other than the holder Inventory, or by the guarantee, endorsement, assets or property of this Note any other person, then we shall have the right in good xxxxx xxxxx itself insecure our sole discretion to determine which rights, security, liens, security interests or remedies we shall at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Noteto, without further demand in any way modifying or noticeaffecting any of them, and interest thereafter shall accrue upon the entire outstanding balance or of this Note at the rate set forth in paragraph number 4 any of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all our rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or defaulthereunder.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1. It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note is not paid when due, or if Agreement if: (a) you breach any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant contained in this Agreement in any material respect; or (b) the occurrence of an Event of Default under the Financing Agreement, as now existing or hereafter amended. 17.2. After the occurrence of an Event of Default which is not waived by us, we may terminate this Agreement without notice to you. We shall then have immediate access to any salesand all Books and Records as may pertain to the Accounts, purchase or security agreement or Returned Goods and any other collateral hereunder. Furthermore, as may be necessary to administer and enforce our rights in the termination or non-renewal by Maker of Accounts, Returned Goods and any sales or purchase agreement with Payeeother collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy or insolvency proceedingelsewhere. 17.3. After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that ten (10) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys' fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “15.1 An Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or Default shall be deemed to have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due occurred under this Note is not paid when due, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical Agreement upon: (“Rx Products”a) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach by you of any term, conditionrepresentation, warranty or covenant under any sales, purchase contained herein or security agreement or (b) the termination or non-renewal by Maker occurrence of any sales "Event of Default" under the Credit Agreement. 15.2 Upon and after the occurrence of an Event of Default, this Agreement may be terminated by us immediately at any time, without notice to you, all Obligations shall, at our option and without notice or purchase agreement with Payeedemand of any kind (all of which you hereby expressly waive), or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, immediately and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to we may exercise all rights and remedies provided for by available to us, whether at law, in equity, pursuant to the Security Agreement, as defined in the Credit Agreement, or otherwise. Any failure Further, we may remove, from any premises where the same may be located, any and all documents, instruments, Books and Records (and any receptacles or cabinets containing the same) pertaining to the Accounts or other collateral hereunder and/or we may use (at your expense) such of your personnel, supplies and space at your place of business or elsewhere, as may be necessary to properly administer and enforce our rights in the Accounts and any other collateral hereunder, and to facilitate the collection thereof and realization thereon. We may sell, assign or otherwise dispose of the holder Accounts and any returned, reclaimed or repossessed inventory, goods or other property relating thereto, whether held by you or by us, at public or private sale, for cash, on credit or otherwise, at such price and on such terms as we in our sole option and discretion may determine, and we may bid or become purchasers at any such sale, or acquire an interest in or dispose of this Note said property. You hereby acknowledge that you have no right to exercise the above- described option notice, or to an accounting or right of redemption with respect to any such nonpayment sale or default shall not waive other disposition of the aforesaid Accounts or otherwise affect aforesaid goods. Upon and after the holder’s occurrence of an Event of Default, or in the event of a termination of this Agreement by us, we are hereby authorized by you to notify postal authorities at any time to change the address for delivery of mail to you to such address as we may designate, and to receive and open mail addressed to you to enable us to carry out our rights to exercise that option with respect to that or any subsequent nonpayment or defaultunder this Agreement.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1 It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note Agreement if: (a) your business ceases or a meeting of your creditors is not paid called; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding is commenced by or against you under any federal or state law; (c) you breach any representation, warranty or covenant contained in this Agreement; (d) you fail to pay any Obligation when due, or if (e) any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations default shall have occurred under this or any other agreement or arrangement with Payee (or between us. 17.2 After the occurrence of an Event of Default which is not waived by us, we may terminate this Agreement without notice to you. We shall then have immediate access to, and may remove from any premises where same may be located, any and all Books and Records as may pertain to the Accounts, Returned Goods and any other subsidiary or affiliate of Payee’s parent corporationcollateral hereunder. Furthermore, Cardinal Healthas may be necessary to administer and enforce our rights in the Accounts, Inc.), including, without limitation, the breach of Returned Goods and any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payeeother collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to: (a) use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy elsewhere; and (b) notify postal authorities to change the address for delivery of your mail to such address as we may designate and to receive and open your mail. We agree to turn over to you or insolvency proceedingyour representative all mail not related to the aforesaid purposes. 17.3 After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys' fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any 17.1 It is an “Event of Default” under the Loan this Agreement if: (hereinafter defineda) occurs your business ceases or a meeting of your creditors is called; (provided that Maker and Payee may enter b) any bankruptcy, insolvency, arrangement, reorganization, receivership or have entered into a loan agreement with respect to the indebtedness evidenced herebysimilar proceeding is commenced by or against you under any federal or state law; (c) or if you breach any amount due under this Note is not paid when due, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant under contained in this Agreement; or (d) you fall to pay any salesObligation when due. 17.2 After the occurrence of an Event of Default, purchase or security agreement or which is not waived by us, we may terminate this Agreement without notice to you. We shall then have immediate access to, and may remove from any premises where same may be located, any and all Books and Records as may pertain to the termination or non-renewal by Maker of Accounts, Returned Goods and any sales or purchase agreement with Payeeother collateral hereunder. Furthermore, as may be necessary to administer and enforce our rights in the Accounts, Returned Goods and any other collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to: (a) use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy elsewhere; and (b) notify postal authorities to change the address for delivery of your mail to such address as we may designate and to receive and open your mail. We agree to turn over to you or insolvency proceedingyour representative all mail not related to the aforesaid purposes. 17.3 After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of Intended disposition of any such property or collateral is required by law, it is agreed that five (5) days’ notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys’ fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1 It is an "Event of Default” " under this Agreement if (a) your business ceases or a meeting of your creditors is called; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding is commenced by or against you under any federal or state law; (c) you breach any material representation, material warranty or covenant contained in this Agreement; or (d) you fail to pay any Obligation when due. 17.2 After the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement occurrence of an Event of Default which is not waived by us with respect to the indebtedness evidenced herebydefault in paragraph 17.1, section (c) and not cured by you within ten (10) days, we may terminate this Agreement without notice to you. We shall then have immediate access to, and may remove from any premises where same may be located, any and all Books and Records as may pertain to the Accounts, Returned Goods and any other collateral hereunder. Furthermore, as may be necessary to administer and enforce our rights in the Accounts, Retumed Goods and any other collateral hereunder, or if any amount due under this Note to facilitate the collection or realization thereof, we have your permission to: (a) use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or elsewhere; and (b) notify postal authorities to change the address for delivery of your mail to such address as we may designate and to receive and open your mail. We agree to turn over to you or your representative all mail not related to the aforesaid purposes. 17.3 After the occurrence of an Event of Default which is not paid when duewaived by us, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys' fees) WE be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1 It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note Agreement if: (a) your business ceases or a meeting of your creditors is not paid when duecalled; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or if similar proceeding is commenced by or against you under any check tendered for federal or state law; (c) you breach any such amount is not honored and paid immediately upon presentation to the bank on which it is drawnrepresentation, warranty or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under covenant contained in this Agreement or any other agreement with us; (d) you fail to pay any Obligation when due; or arrangement with Payee (or e) any breach by one of your affiliates of any agreement between us and them. 17.2 After the occurrence of an Event of Default which is not waived by us, we may terminate this Agreement without notice to you. We shall then have immediate access to, and may remove from any premises where same may be located, any and all Books and Records as may pertain to the Accounts, Returned Goods and any other subsidiary or affiliate of Payee’s parent corporationcollateral hereunder. Furthermore, Cardinal Healthas may be necessary to administer and enforce our rights in the Accounts, Inc.), including, without limitation, the breach of Returned Goods and any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payeeother collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to: (a) use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy elsewhere; and (b) notify postal authorities to change the address for delivery of your mail to such address as we may designate and to receive and open your mail. We agree to turn over to you or insolvency proceedingyour representative all mail not related to the aforesaid purposes. 17.3 After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys' fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “6.1 It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note agreement if: (a) your business ceases or a meeting of your creditors is not paid when duecalled; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or if similar proceeding is commenced by or against you under any check tendered for federal or state law; (c) you breach any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant contained in this agreement; (d) you fail to pay any Obligation when due; or (e) the occurrence of an Event of Default (as defined therein) under the Agreement. 6.2 After the occurrence of an Event of Default which is not waived by us, we shall have the right, with or without notice to you, to foreclose the Security Interest created herein by any salesavailable judicial procedure, or to take possession of the Inventory without judicial process, and to enter any premises where the Inventory may be located for the purpose of taking possession of or removing the Inventory. We shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Inventory, whether in its then condition or after further preparation or processing, in your name or in ours, or in the name of such party as we may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as we in our sole discretion may deem advisable, and we shall have the right to purchase or security agreement or the termination or non-renewal by Maker at any such sale. If notice of intended disposition of any sales or purchase agreement with Payeesaid Inventory is required by law, five (5) days notice shall constitute reasonable notification. If any Inventory shall require maintenance, preparation, or if Maker becomes insolventis in process or other unfinished state, commences we shall have the right, at our option, to do such maintenance, preparation, processing or has commenced against completion of manufacturing, for the purpose of putting the Inventory in such saleable form as we shall deem appropriate. You agree, at our request, to assemble the Inventory and to make it available to us at places which we shall select, whether at your premises or elsewhere, and to make available to us your premises and facilities for the purpose of our taking possession of, removing or putting the Inventory in saleable form. The proceeds of any bankruptcy such sale, lease or insolvency proceedingother disposition of the Inventory shall be applied first, to the expenses of taking, holding, storing, processing, preparing for sale, selling, and the like, and then to the satisfaction of your Obligations to us, application as to particular Obligations or as to principal or interest to be in our sole discretion. You shall be liable to us for, and shall pay to us on demand, any deficiency which may remain after such sale, lease or other disposition, and we in turn agree to remit to you, or if your successors or assigns, any guarantor surplus resulting therefrom. The enumeration of the obligation hereby evidenced foregoing rights is not intended to be exhaustive and the exercise of any right shall die not preclude the exercise of any other rights, all of which shall be cumulative. 6.3 To the extent that your Obligations are now or if hereafter secured by any assets or property other than the holder Inventory, or by the guarantee, endorsement, assets or property of this Note any other person, then we shall have the right in good xxxxx xxxxx itself insecure our sole discretion to determine which rights, security, liens, security interests or remedies we shall at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Noteto, without further demand in any way modifying or noticeaffecting any of them, and interest thereafter shall accrue upon the entire outstanding balance or of this Note at the rate set forth in paragraph number 4 any of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all our rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or defaulthereunder.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any 17.1 It is an “Event of Default” under the Loan this Agreement if: (hereinafter defineda) occurs either of your respective businesses ceases or a meeting of your respective creditors is called; (provided that Maker and Payee may enter b) any bankruptcy, insolvency, arrangement, reorganization, receivership or have entered into a loan agreement with respect similar proceeding is commenced by or against either of you under any federal or state law; (c) either of you breach any representation, warranty or covenant contained in this Agreement; (d) either of you fail to the indebtedness evidenced hereby) or if pay any amount due under this Note is not paid Obligation when due, or if (e) any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations default shall have occurred under this or any other agreement or arrangement with Payee (or between us and either of you. 17.2 After the occurrence and during the continuance of an Event of Default which is not waived by us, we may terminate this Agreement without notice to you. We shall then have immediate access to any and all Books and Records as may pertain to the Accounts, Returned Goods and any other subsidiary or affiliate of Payee’s parent corporationcollateral hereunder. Furthermore, Cardinal Healthas may be necessary to administer and enforce our rights in the Accounts, Inc.), including, without limitation, the breach of Returned Goods and any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payeeother collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy or insolvency proceedingelsewhere. 17.3 After the occurrence and during the continuance of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that ten (10) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys’ fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1 It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note Agreement if: (a) your business ceases or a meeting of your creditors is not paid called; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding is commenced by or against you under any federal or state law; (c) you breach any representation, warranty or covenant contained in this Agreement; (d) you fail to pay any Obligation when due, or if (e) any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations default shall have occurred under this or any other agreement or arrangement with Payee (or between us. 17.2 After the occurrence of an Event of Default which is not waived by us, we may terminate this Agreement without notice to you. We shall then have immediate access to, and may remove from any premises where same may be located, any and all Books and Records as may pertain to the Accounts, Returned Goods and any other subsidiary or affiliate of Payee’s parent corporationcollateral hereunder. Furthermore, Cardinal Healthas may be necessary to administer and enforce our rights in the Accounts, Inc.), including, without limitation, the breach of Returned Goods and any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payeeother collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to: (a) use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy elsewhere; and (b) notify postal authorities to change the address for delivery of your mail to such address as we may designate and to receive and open your mail. We agree to turn over to you or insolvency proceedingyour representative all mail not related to the aforesaid purposes. 17.3 After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder rights and remedies of this Notea secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, without further demand it is agreed that five (5) days notice constitutes reasonable notice. The net cash proceeds resulting from the exercise of any of the foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys' fees) will be applied by us to the payment or noticesatisfaction of the Obligations, whether due or to become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the owners thereof, and that our rights of ownership permit us to deal with this property as owner and you confirm that you have no interest thereafter shall accrue upon therein, other than the entire outstanding balance of this Note at the rate right to receive payment as set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or defaultSection 7 hereof.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1. It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note is not paid when due, or if Agreement if: (a) you breach any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant contained in this Agreement in any material respect; or (b) the occurrence of an Event of Default under any sales, purchase or security agreement the Financing Agreement or the termination Guaranty, as now existing or non-renewal hereafter amended. 17.2. After the occurrence of an Event of Default which is not waived by Maker of us, we may terminate this Agreement without notice to you. We shall then have immediate access to any sales or purchase agreement with Payeeand all Books and Records as may pertain to the Accounts, Returned Goods and any other collateral hereunder. Furthermore, as may be necessary to administer and enforce our rights in the Accounts, Returned Goods and any other collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy or insolvency proceedingelsewhere. 17.3. After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that ten (10) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys' fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “6.1 It is an "Event of Default” " under this agreement if a Default occurs under the Loan Agreement Financing Agreement. 6.2 After the occurrence of an Event of Default which is not waived by us, we shall have the right, with or without notice to you, to foreclose the Security Interest created herein by any available judicial procedure, or to take possession of the Inventory without judicial process, and to enter any premises where the Inventory may be located for the purpose of taking possession of or removing the Inventory. We shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Inventory, whether in its then condition or after further preparation or processing, in your name or in ours, or in the name of such party as we may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as we in our sole discretion may deem advisable, and we shall have the right to purchase at any such sale. If notice of intended disposition of any said Inventory is required by law, five (hereinafter defined5) occurs (provided days notice shall constitute reasonable notification. If any Inventory shall require maintenance, preparation, or is in process or other unfinished state, we shall have the right, at our option, to do such maintenance, preparation, processing or completion of manufacturing, for the purpose of putting the Inventory in such saleable form as we shall deem appropriate. You agree, at our request, to assemble the Inventory and to make it available to us at places which we shall select, whether at your premises or elsewhere, and to make available to us your premises and facilities for the purpose of our taking possession of, removing or putting the Inventory in saleable form. The proceeds of any such sale, lease or other disposition of the Inventory shall be applied first, to the expenses of taking, holding, storing, processing, preparing for sale, selling, and the like, and then to the satisfaction of your Obligations to us, application as to particular Obligations or as to principal or interest to be in our sole discretion. You shall be liable to us for, and shall pay to us on demand, any deficiency which may remain after such sale, lease or other disposition, and we in turn agree to remit to you, or your successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative. 6.3 To the extent that Maker and Payee may enter your Obligations are now or hereafter secured by any assets or property other than the Inventory, or by the guarantee, endorsement, assets or property of any other person, then we shall have entered into a loan agreement the right in our sole discretion to determine which rights, security, liens, security interests or remedies we shall at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to the indebtedness evidenced hereby) to, without in any way modifying or if affecting any amount due under this Note is not paid when dueof them, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all our rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or defaulthereunder.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1 It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note Agreement if: (a) your business ceases or a meeting of your creditors is not paid when duecalled; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or if similar proceeding is commenced by or against you under any check tendered for federal or state law; (c) you breach any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant contained in this Agreement which is not cured within thirty (30) days of such event, if such can be cured; (d) you fail to pay any Obligation when due and such failure continues for three (3) days or longer; or (e) the existence of an Event of Default as defined in and under any salesother lending agreement between you and another secured lender. 17.2 After the occurrence of an Event of Default which is not waived by us, purchase or security agreement or we may terminate this Agreement without notice to you. We shall then have immediate access to, and may remove from any premises where same may be located, any and all Books and Records as may pertain to the termination or non-renewal by Maker of Accounts, Returned Goods and any sales or purchase agreement with Payeeother collateral hereunder. Furthermore, as may be necessary to administer and enforce our rights in the Accounts, Returned Goods and any other collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to: (a) use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy elsewhere; and (b) notify postal authorities to change the address for delivery of your mail to such address as we may designate and to receive and open your mail. We agree to turn over to you or insolvency proceedingyour representative all mail not related to the aforesaid purposes. 17.3 After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys' fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any 6.1 It is an “Event of Default” under the Loan Agreement this agreement if: (hereinafter defineda) occurs your business ceases or a meeting of your creditors is called; (provided that Maker and Payee may enter b) any bankruptcy, insolvency, arrangement, reorganization, receivership or have entered into a loan agreement with respect to the indebtedness evidenced herebysimilar proceeding is commenced by or against you under any federal or state law; (c) or if you breach any amount due under this Note is not paid when due, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant contained in this agreement; (d) you fail to pay any Obligation when due; or (e) the occurrence of an Event of Default (as defined therein) under the Agreement. 6.2 After the occurrence of an Event of Default which is not waived by us, we shall have the right, with or without notice to you, to foreclose the Security Interest created herein by any salesavailable judicial procedure, or to take possession of the Inventory without Judicial process, and to enter any premises where the Inventory may be located for the purpose of taking possession of or removing the Inventory. We shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the inventory, whether in its then condition or after further preparation or processing, in your name or in ours, or in the name of such party as we may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as we in our sole discretion may deem advisable, and we shall have the right to purchase or security agreement or the termination or non-renewal by Maker at any such sale. If notice of intended disposition of any sales or purchase agreement with Payeesaid inventory is required by law, five (5) days notice shall constitute reasonable notification. If any Inventory shall require maintenance, preparation, or if Maker becomes insolventis in process or other unfinished state, commences we shall have the right, at our option, to do such maintenance, preparation, processing or has commenced against completion of manufacturing, for the purpose of putting the Inventory in such saleable form as we shall deem appropriate. You agree, at our request, to assemble the inventory and to make it available to us at places which we shall select, whether at your premises or elsewhere, and to make available to us your premises and facilities for the purpose of our taking possession of, removing or putting the inventory in saleable form. The proceeds of any bankruptcy such sale, lease or insolvency proceedingother disposition of the Inventory shall be applied first, to the expenses of taking, holding, storing, processing, preparing for sale, selling, and the like, and then to the satisfaction of your Obligations to us, application as to particular Obligations or as to principal or Interest to be in our sole discretion. You shall be liable to us for, and shall pay to us on demand, any deficiency which may remain after such sale, lease or other disposition, and we in turn agree to remit to you, or if your successors or assigns, any guarantor surplus resulting therefrom. The enumeration of the obligation hereby evidenced foregoing rights is not intended to be exhaustive and the exercise of any right shall die not preclude the exercise of any other rights, all of which shall be cumulative. 6.3 To the extent that your Obligations are now or if hereafter secured by any assets or property other than the holder Inventory, or by the guarantee, endorsement, assets or property of this Note any other person, then we shall have the right in good xxxxx xxxxx itself insecure our sole discretion to determine which rights, security, liens, security interests or remedies we shall at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Noteto, without further demand in any way modifying or noticeaffecting any of them, and interest thereafter shall accrue upon the entire outstanding balance or of this Note at the rate set forth in paragraph number 4 any of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all our rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or defaulthereunder.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1 It is an "Event of Default” Default under this Agreement if: (a) your business ceases or a meeting of your creditors is called; (b) any bankruptcy, insolvency, arrangement reorganization, receivership or similar proceeding is commenced by or against you under any federal or state law; (c) you breach any material representation, material warranty or covenant contained in this Agreement; or (d) you fail to pay any Obligation when due. 17.2 After the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement occurrence of an Event of Default which is not waived by us with respect to the indebtedness evidenced herebydefault in paragraph 17.1, section (c) and not cured by you within ten (10) days, we may terminate this Agreement without notice to you. We shall then have immediate access to, and may remove from any premises where same may be located, any and all Books and Records as may pertain to the Accounts, Returned Goods and any other collateral hereunder. Furthermore, as may be necessary to administer and enforce our rights in the Accounts, Returned Goods and any other collateral hereunder, or if any amount due under this Note to facilitate the collection or realization thereof, we have your permission to: (a) use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or elsewhere; and (b) notify postal authorities to change the address for delivery of your mail to such address as we may designate and to receive and open your mail. We agree to turn over to you or your representative all mail not related to the aforesaid purposes. 17.3 After the occurrence of an Event of Default which is not paid when duewaived by us, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any 17.1 It is an “Event of Default” under the Loan this Agreement if: (hereinafter defineda) occurs your business ceases or a meeting of your creditors is called; (provided that Maker and Payee may enter b) any bankruptcy, insolvency, arrangement, reorganization, receivership or have entered into a loan agreement with respect similar proceeding is commenced by or against you under any federal or state law; (c) you breach any representation, warranty or covenant contained in this Agreement; (d) you fail to the indebtedness evidenced hereby) or if pay any amount due under this Note is not paid Obligation when due, or if (e) any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations default shall have occurred under this or any other agreement or arrangement with Payee (or between us. 17.2 After the occurrence of an Event of Default which is not waived by us, we may terminate this Agreement without notice to you. We shall then have immediate access to any and all Books and Records as may pertain to the Accounts, Returned Goods and any other subsidiary or affiliate of Payee’s parent corporationcollateral hereunder. Furthermore, Cardinal Healthas may be necessary to administer and enforce our rights in the Accounts, Inc.), including, without limitation, the breach of Returned Goods and any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payeeother collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy or insolvency proceedingelsewhere. 17.3 After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys’ fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “15.1 An "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or " shall be deemed to have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due occurred under this Note is not paid when due, Agreement upon: (a) the cessation of your business or if any check tendered for any such amount is not honored and paid immediately upon presentation the calling of a meeting of your creditors; (b) your failure to meet your debts as they mature; (c) the bank on which it is drawn, commencement by or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach against you of any termbankruptcy, conditioninsolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; (d) breach by you of any representation, warranty or covenant contained herein or in any other agreement between us; (e) your failure to pay any Obligation within five (5) days of the due date thereof or (f) the occurrence of an Event of Default under any salesor termination of our Factoring Agreement with Candies. 15.2 Upon and after the occurrence of an Event of Default, purchase this Agreement may be terminated by us immediately at anytime, without notice to you, and all Obligations shall, at our option and without notice or security agreement or the termination or non-renewal by Maker demand of any sales kind (all of which you hereby expressly waive), become due and payable immediately. Further, we may remove, from any premises where the same may be located, any and all documents, instruments, Books and Records (and any receptacles or purchase agreement with Payeecabinets containing the same) pertaining to the Accounts or other collateral hereunder and/or we may use (at your expense) such of your personnel, supplies and space at your place of business or if Maker becomes insolventelsewhere, commences as may be necessary to properly administer and enforce our rights in the Accounts and any other collateral hereunder, and to facilitate the collection thereof and realization thereon. We may sell, assign or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor otherwise dispose of the obligation hereby evidenced shall die Accounts and any returned, reclaimed or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note repossessed inventory, goods or other property relating thereto, whether held by you or by us, at public or private sale, for cash, on credit or otherwise, then all payments thereafter due under this Note shall at such price and on such terms as we in our sole option and discretion may determine, and we may bid or become immediately due and payable purchasers at the option any such sale, or acquire an interest in or dispose of the holder of this Note, without further demand or said property. You hereby acknowledge that you have no right to notice, and interest thereafter shall accrue upon the entire outstanding balance or to an accounting or right of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option redemption with respect to any such nonpayment sale or default shall not waive other disposition of the aforesaid Accounts or otherwise affect the holder’s rights to exercise that option with aforesaid goods. With respect to that any other property or any subsequent nonpayment or default.collateral in which we have a security interest, we shall have all of the rights and remedies of a secured party under Article 9

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If (a) The occurrence of any of the following events or conditions shall constitute an event of default (an “Event of Default” ”) and shall, at the Trustee’s election, upon the direction of the Noteholder Representative, authorize and empower the Trustee to exercise any of the Trustee’s rights and remedies hereunder or at law or in equity; (i) Failure of the Assignor to pay, perform or observe any of the Assignor’s obligations set forth herein, if such failure shall continue for ten (10) days after written notice thereof is sent to the Assignor; (ii) The Issuer or any other obligor’s default, beyond applicable notice and grace periods, if any, in respect of the Notes or under the Loan Agreement Note Documents; (hereinafter definediii) occurs Any event of default, beyond applicable notice and grace period, if any, under the Class B Certificates or any of the TEBS Documents; or (provided that Maker and Payee iv) If foreclosure or other proceedings intended to enforce or realize upon any junior or senior security interest covering all or any part of the Collateral, including, Xxxxxxx Mac’s lien on the Class B Certificates or any interests therein, or other proceeding whereby the Assignor’s ownership or rights to possession or control of the Collateral may enter be threatened, should be commenced or have entered into a loan agreement instituted; or (v) Any Event of Bankruptcy with respect to the indebtedness evidenced hereby) or if any amount due under this Note is not paid when due, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this Assignor or any other agreement TEBS Sponsor. (b) Upon and during the continuation of an Event of Default under the Note Documents, the Trustee, acting at the direction of the Noteholder Representative, shall have all rights and remedies available to it at law or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.)in equity, including, without limitation, any one or more of the breach following: (i) The right to sell the Collateral at one or more public or private sales at such price and on such terms as the Trustee at the direction of the Noteholder Representative accepts, for cash, upon or for future delivery. Upon any such sale the Trustee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral, subject to the requirements of Xxxxxxx Mac. Such purchaser at any such sale shall hold the Collateral sold absolutely free from any claim or right on the part of the Assignor, and the Assignor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. The Trustee shall give the Assignor ten (10) days’ written notice by registered or certified mail, postage prepaid, return receipt requested (which the Assignor acknowledges is reasonable and sufficient), of the Trustee’s intention to make any such public or private sale. Such notice, in the case of public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Trustee may fix in the notice of such sale. The Trustee shall not be obligated to make any sale of the Collateral if it shall determine not to do so at the direction of the Noteholder Representative, regardless of the fact that notice of such sale of the Collateral may have been given. The Trustee may, at the direction of the Noteholder Representative, upon one (1) day’s written notice, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place within which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold, and, in case of any termsuch failure, condition, warranty such Collateral may be sold again upon like notice. (ii) To proceed by a suit or covenant under any sales, purchase suits at law or security agreement or in equity to foreclose this Assignment and to sell the termination or non-renewal by Maker of any sales or purchase agreement with PayeeCollateral, or if Maker becomes insolventany portion thereof, commences pursuant to a judgment or has commenced against it decree of a court of competent jurisdiction. (iii) The right to appoint a receiver to operate the Issuer or any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure TEBS Sponsor. (iv) Such other rights with respect to any amount owed the Collateral as shall be afforded to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at secured parties by the option U.C.C. of the holder State of this NoteNew York, without further demand including, but not limited to, the right to setoff. (v) To apply any proceeds of any disposition of the Collateral to the payment of expenses of the Trustee in connection with the exercise of its rights or noticeremedies, including reasonable fees and expenses of attorneys, and interest thereafter shall accrue upon the entire outstanding any balance of this Note at such proceeds shall be applied by the rate Trustee as set forth in paragraph number 4 the Indenture. (c) No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and such remedies shall be cumulative and shall be in addition to every other remedy given hereunder and under the other Note Documents. No delay or omission of the Trustee in exercising any right or power shall be construed to be a waiver of any default or any acquiescence therein, and every power and remedy given by this Assignment to the Trustee may be exercised from time to time as often as may be deemed expedient by the Noteholder Representative. In addition to all other remedies provided in this Assignment, the Trustee shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the provisions of this Note until this Note is paid in full. Upon this Note becoming due Assignment and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for by law. Any failure a decree compelling performance of any of the holder provisions of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or defaultAssignment.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any 17.1 It is an “Event of Default” under this Agreement if: (a) your business ceases or a meeting of your creditors is called; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding is commenced by or against you under any federal or state law and, in the Loan Agreement case of an involuntary proceeding, has not been dismissed or stayed within sixty (hereinafter defined60) occurs days; (provided that Maker and Payee may enter c) you breach any material representation or have entered into a loan agreement with respect warranty or any covenant (to the indebtedness evidenced hereby) or if any amount due under this Note extent that such covenant default is not paid cured within ten (10 Days) contained in this Agreement; (d) you fail to pay any Obligation when due, ; or if (e) any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations default shall have occurred under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.)between us, including, without limitation, the breach Credit Agreement. 17.2 After the occurrence of an Event of Default which is not waived by us, we may terminate this Agreement without notice to you. We shall then have immediate access to any termand all Books and Records as may pertain to the Accounts, conditionReturned Goods and any other Collateral hereunder. Furthermore, warranty or covenant under as may be necessary to administer and enforce our rights in the Accounts, Returned Goods and any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payeeother Collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy or insolvency proceedingelsewhere. 17.3 After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note or otherwiseother Collateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such Collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys’ fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect the holder’s Accounts and Returned Goods relating thereto, you hereby confirm that we are the owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect you have no interest therein, except to that or any subsequent nonpayment or defaultthe extent provided herein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “(a) For the purposes of this Agreement, an Event of Default” under Default shall mean: (i) any of the Loan Events of Default as defined in paragraph 5 of the Reimbursement Agreement except as those items apply to VBQ and except for Sub-paragraph (hereinafter definedj) occurs of paragraph 5 of the Reimbursement Agreement; or (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced herebyii) or if any amount due under this Note is of the following shall occur and not paid be cured by Farlxx xxxhin five (5) days: (A) a representation or warranty made by Farlxx hereunder shall prove to be incorrect in any material respect when duemade, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this when deemed made or any other agreement or arrangement time during the term of this Agreement, with Payee the exception of the representations and warranties set forth in sub-paragraphs (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.a), including, without limitation, (b) and (h) of Section 6 which may hereafter change in the ordinary course of business; (B) the breach of any termcovenant or agreement of Farlxx xxxe in this Agreement; or (C) the invalidity, conditionlack of effectiveness of, warranty or covenant under any sales, purchase or security agreement or the termination failure to include the Pledged Shares in, the Registration Statement or non-renewal by Maker the Registration Rights Agreement. (b) If any Event of any sales or purchase agreement with PayeeDefault shall have occurred and be continuing, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor upon written notice thereof to Farlxx xxx Bank may exercise in respect of the obligation hereby evidenced shall die or if the holder of this Note Pledged Collateral, in good xxxxx xxxxx itself insecure with respect addition to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies provided a secured party upon the default of a debtor under the UCC at that time, and the Bank may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Bank's respective offices or elsewhere, for cash, on credit or for future delivery, upon such terms as the Bank may determine to be commercially reasonable and the Bank may be the purchaser of any or all of the Pledged Collateral so sold and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Farlxx xxxees that, to the extent notice of sale shall be required by law, at least five days' notice to Farlxx xx the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Any failure The Bank shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Bank may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Bank shall incur no liability as a result of the holder sale of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that Pledged Collateral, or any subsequent nonpayment part thereof, at any sale into the public market or defaultby private sale. Farlxx xxxeby waives any claims against the Bank arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Bank accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “15.1 An "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or " shall be deemed to have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due occurred under this Note is not paid when due, Agreement upon: (a) the cessation of your business or if any check tendered for any such amount is not honored and paid immediately upon presentation the calling of a meeting of your creditors; (b) your failure to meet your debts as they mature; (c) the bank on which it is drawn, commencement by or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach against you of any termbankruptcy, conditioninsolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; (d) breach by you of any representation, warranty or covenant contained herein or in any other agreement between us; (e) your failure to pay any Obligation within five (5) days of the due date thereof or (0 the occurrence of an Event of Default under any salesor termination of our Factoring Agreement with Bright Star. 15.2 Upon and after the occurrence of an Event of Default, purchase this Agreement may be terminated by us immediately at anytime, without notice to you, and all Obligations shall, at our option and without notice or security agreement or the termination or non-renewal by Maker demand of any sales kind (all of which you hereby expressly waive), become due and payable immediately. Further, we may remove, from any premises where the same may be located, any and all documents, instruments, Books and Records (and any receptacles or purchase agreement with Payeecabinets containing the same) pertaining to the Accounts or other collateral hereunder and/or we may use (at your expense) such of your personnel, supplies and space at your place of business or if Maker becomes insolventelsewhere, commences as may be necessary to properly administer and enforce our rights in the Accounts and any other collateral hereunder, and to facilitate the collection thereof and realization thereon. We may sell, assign or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor otherwise dispose of the obligation hereby evidenced shall die Accounts and any returned, reclaimed or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note repossessed inventory, goods or other property relating thereto, whether held by you or by us, at public or private sale, for cash, on credit or otherwise, then all payments thereafter due under this Note shall at such price and on such terms as we in our sole option and discretion may determine, and we may bid or become immediately due and payable purchasers at the option any such sale, or acquire an interest in or dispose of the holder of this Note, without further demand or said property. You hereby acknowledge that you have no right to notice, and interest thereafter shall accrue upon the entire outstanding balance or to an accounting or right of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option redemption with respect to any such nonpayment sale or default shall not waive other disposition of the aforesaid Accounts or otherwise affect the holder’s rights to exercise that option with aforesaid goods. With respect to that any other property or any subsequent nonpayment or default.collateral in which we have a security interest, we shall have all of the rights and remedies of a secured party under Article 9

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any 6.1 It is an “Event of Default” under this agreement if an Event of Default occurs under the Loan Agreement Agreement. 6.2 After the occurrence of an Event of Default which is not waived by us, we shall have the right, with or without notice to you, to foreclose the Security Interest created herein by any available judicial procedure, or to take possession of the Inventory without judicial process, and to enter any premises where the Inventory may be located for the purpose of taking possession of or removing the Inventory. We shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Inventory, whether in its then condition or after further preparation or processing, in your name or in ours, or in the name of such party as we may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as we in our sole discretion may deem advisable, and we shall have the right to purchase at any such sale. If notice of intended disposition of any said Inventory is required by law, five (hereinafter defined5) occurs (provided days notice shall constitute reasonable notification. If any Inventory shall require maintenance, preparation, or is in process or other unfinished state, we shall have the right, at our option, to do such maintenance, preparation, processing or completion of manufacturing, for the purpose of putting the Inventory in such saleable form as we shall deem appropriate. You agree, at our request, to assemble the Inventory and to make it available to us at places which we shall select, whether at your premises or elsewhere, and to make available to us your premises and facilities for the purpose of our taking possession of, removing or putting the Inventory in saleable form. The proceeds of any such sale, lease or other disposition of the Inventory shall be applied first, to the expenses of taking, holding, storing, processing, preparing for sale, selling, and the like, and then to the satisfaction of your Obligations to us, application as to particular Obligations or as to principal or interest to be in our sole discretion. You shall be liable to us for, and shall pay to us on demand, any deficiency which may remain after such sale, lease or other disposition, and we in turn agree to remit to you, or your successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative. 6.3 To the extent that Maker and Payee may enter your Obligations are now or hereafter secured by any assets or property other than the Inventory, or by the guarantee, endorsement, assets or property of any other person, then we shall have entered into a loan agreement the right in our sole discretion to determine which rights, security, liens, security interests or remedies we shall at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to the indebtedness evidenced hereby) to, without in any way modifying or if affecting any amount due under this Note is not paid when dueof them, or if any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all our rights and remedies provided for by law. Any failure of the holder of this Note to exercise the above- described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or defaulthereunder.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If The occurrence of any of the following shall constitute an “Event of Default” under ”: (a) Any Obligor fails to pay when due any of the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter Liabilities, or have entered into a loan agreement any amount payable with respect to the indebtedness evidenced hereby) any Liability, or if any amount due under this Note is not paid when dueNote, any other Related Document, or if any check tendered agreement or instrument evidencing other debt to any Cardinal Health Affiliate. (b) Any Obligor or any Pledgor: (i) fails to observe or perform or otherwise violates any other term, covenant, condition or agreement of any of the Related Documents; (ii) makes any incorrect or misleading representation, warranty or certificate in any material respect to Lender or any Cardinal Health Affiliate; (iii) makes any incorrect or misleading representation in any material respect in any financial statement or other information delivered to Lender or any Cardinal Health Affiliate; or (iv) defaults under the terms of any agreement or instrument relating to any debt for borrowed money (other than the debt evidenced by the Related Documents) and the effect of such default will allow the creditor to declare the debt due before its stated maturity. (c) In the event (i) there is a default under the terms of any such amount is not honored and paid immediately upon presentation Related Document, (ii) any Obligor terminates or revokes or purports to the bank on which it is drawnterminate or revoke any Related Document, or if Maker any Related Document becomes unenforceable in whole or in part, (iii) any Obligor fails to purchase all of perform promptly under its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payeeguaranty, or if Maker (iv) any Obligor fails fully to comply with, or perform under any agreement, now or hereafter in effect, between such Obligor and timely to perform or pay Lender, any other obligations under this Cardinal Health Affiliate or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporationLender, Cardinal Healthor their respective successors and assigns. (d) There is any loss, Inc.)theft, includingdamage, without limitation, the breach or destruction of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal Collateral not covered by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx insurance. (e) Lender deems itself insecure with respect to any amount Liabilities owed to it by Borrower. (f) Any Obligor or any of its Subsidiaries or any Pledgor: (i) becomes insolvent or unable to pay its debts as they become due; (ii) makes an assignment for the benefit of creditors; (iii) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its property; (iv) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvency or similar laws; (v) conceals or removes any of its property, with intent to hinder, delay or defraud any of its creditors; (vi) makes or permits a transfer of any of its property, which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or (vii) makes a transfer of any of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid. (g) A custodian, receiver, or trustee is appointed for any Obligor or any of its Subsidiaries or any Pledgor or for a substantial part of their respective property. (h) Any Obligor or any of its Subsidiaries, without Lender's written consent: (i) liquidates or is dissolved; (ii) merges or consolidates with any other Person; (iii) leases, sells or otherwise conveys a material part of its assets or business outside the ordinary course of its business; (iv) leases, purchases, or otherwise acquires a material part of the assets of any other Person, except in the ordinary course of its business; or (v) agrees to do any of the foregoing; provided, however, that any Subsidiary of an Obligor may merge or consolidate with any other Subsidiary of that Obligor, or with the Obligor, so long as the Obligor is the survivor. (i) Proceedings are commenced under any bankruptcy, reorganization, liquidation, or similar laws against any Obligor or any of its Subsidiaries or any Pledgor and remain undismissed for thirty (30) days after commencement; or any Obligor or any of its Subsidiaries or any Pledgor consents to the commencement of those proceedings. (j) Any judgment for the payment of money in excess of $25,000 is entered against any Obligor or any of its Subsidiaries, or any attachment, seizure, sequestration, levy, or garnishment is issued against any property of any Obligor or any of its Subsidiaries or of any Pledgor or any Collateral. (k) Any individual Obligor or Pledgor dies, or a guardian or conservator is appointed for any individual Obligor or Pledgor or all or any portion of their respective property, or the Collateral. (l) Any material adverse change occurs in: (i) the reputation, property, financial condition, business, assets, affairs, prospects, liabilities, or operations of any Obligor or any of its Subsidiaries; (ii) any Obligor's or Pledgor's ability to perform its obligations under the Related Documents; or (iii) the Collateral. (m) Borrower fails to maintain a relationship with one or more Cardinal Health Affiliates, as Borrower’s primary provider of pharmaceutical/medical/nuclear products (provided such pharmaceutical/medical/nuclear products are carried by and available from Maker one or more Cardinal Health Affiliates), or fails to satisfy any purchase requirements set forth in any agreement between Borrower and any one or more Cardinal Health Affiliates. (n) Any default occurs under any Note Indebtedness (defined below) or any Other Indebtedness (defined below). (o) Any provision of any Related Document shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by any Obligor, or a proceeding shall be commenced by any Obligor, or by any governmental authority having jurisdiction over any Obligor, seeking to establish the invalidity or unenforceability thereof, or any Obligor shall deny that any Obligor has any liability or obligation purported to be created under any Related Document. Upon the occurrence and during the continuance of an Event of Default, Lender may (i) terminate all rights, if any, of Borrower to obtain advances hereunder, and thereupon, any such right shall terminate immediately, (ii) declare any or all of the Liabilities to be due and payable, and thereupon, the principal of the Credit Facilities, together with accrued interest thereon and all fees and other Liabilities shall become due and payable immediately, and (iii) immediately exercise any right, power or remedy permitted to Lender by law or any provision of this Note or otherwiseany other Related Document, then in each case, without any presentment, demand, protest or other notice of any kind, all payments thereafter due under this Note of which are hereby expressly waived by Borrower; provided, however, that upon the occurrence of an Event of Default described in clause (f) or (i) of Section 5 hereof, all rights, if any, of Borrower to obtain advances hereunder shall automatically terminate and the principal of the Credit Facilities, together with accrued interest thereon and all fees and other Liabilities shall automatically become immediately due and payable at without any action on the option part of the holder of this Note, without further demand or noticeLender, and without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower. Furthermore, upon the occurrence of an Event of Default, interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number Section 4 of this Note until this Note is paid in full. Upon The rights of Lender under this Note becoming due and payablethe other Related Documents are in addition to other rights (including without limitation other rights of setoff) Lender may have contractually, Xxxxx shall be entitled to exercise all rights and remedies provided for by law, in equity or otherwise, all of which are cumulative and hereby retained by Lender. Each Obligor agrees to stand still with regard to Lender's enforcement of its rights, including taking no action to delay, impede or otherwise interfere with Lender's rights to realize on any Collateral. Lender shall at all times have a right of set-off against any indebtedness, liabilities, or obligations due or to become due to Borrower from Lender or any Cardinal Health Affiliate (including but not limited to Lender’s affiliates, subsidiaries, parent or related entities, collectively or individually) in satisfaction of the indebtedness under this Note and the Related Documents, without notice or demand to Borrower. Any failure of the holder of this Note to exercise the above- any above-described option with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with respect to that or any subsequent nonpayment or default.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1. It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note is not paid when due, or if Agreement if: (a) you breach any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations under this or any other agreement or arrangement with Payee (or any other subsidiary or affiliate of Payee’s parent corporation, Cardinal Health, Inc.), including, without limitation, the breach of any term, conditionrepresentation, warranty or covenant contained in this Agreement in any material respect; or (b) the occurrence of an Event of Default under that certain Financing Agreement among you and the lenders named therein dated September 27, 2002, as now existing or hereafter amended (the "Financing Agreement"). 17.2. After the occurrence of an Event of Default which is not waived by us, we may terminate this Agreement without notice to you. We shall then have immediate access to any salesand all Books and Records as may pertain to the Accounts, purchase or security agreement or Returned Goods and any other collateral hereunder. Furthermore, as may be necessary to administer and enforce our rights in the termination or non-renewal by Maker of Accounts, Returned Goods and any sales or purchase agreement with Payeeother collateral hereunder, or if Maker becomes insolventto facilitate the collection or realization thereof, commences we have your permission to use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or has commenced against it any bankruptcy or insolvency proceedingelsewhere. 17.3. After the occurrence of an Event of Default which is not waived by us, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note other property or otherwisecollateral in which we have a security interest, then we shall have all payments thereafter due under this Note shall become immediately due and payable at the option of the holder of this Note, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate set forth in paragraph number 4 of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such property or collateral is required by law, it is agreed that ten (10) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys' fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option with become due, in such order as we may elect. You remain liable to us for any deficiencies. With respect to any such nonpayment or default shall not waive or otherwise affect Factor Risk Accounts and Returned Goods relating thereto, you hereby confirm that we are the holder’s owners thereof, and that our rights of ownership permit us to exercise deal with this property as owner and you confirm that option with respect to that or any subsequent nonpayment or defaultyou have no interest therein.

EVENTS OF DEFAULT AND REMEDIES UPON DEFAULT. If any “17.1 It is an "Event of Default” under the Loan Agreement (hereinafter defined) occurs (provided that Maker and Payee may enter or have entered into a loan agreement with respect to the indebtedness evidenced hereby) or if any amount due " under this Note Agreement if: (a) your business ceases or a meeting of your creditors is not paid called; (b) any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding is commenced by or against you under any federal or state law; (c) you breach any representation, warranty or covenant contained in this Agreement; (d) you fail to pay any Obligation when due, ; or if (e) any check tendered for any such amount is not honored and paid immediately upon presentation to the bank on which it is drawn, or if Maker fails to purchase all of its pharmaceutical (“Rx Products”) requirements from Payee, provided such Rx Products are carried by Payee, or if Maker fails fully and timely to perform or pay any other obligations default shall have occurred under this or any other agreement or arrangement with Payee between us. 17.2 After the occurrence of an Event of Default which is not waived by us, we may terminate this Agreement without notice to you. 17.3 Upon any termination of this Agreement, we shall then have immediate access to any and all Books and Records as may pertain to the Collateral referred to herein. Furthermore, as may be necessary to administer and enforce our rights in the Collateral hereunder, or to facilitate the collection or realization thereof, we have your permission to use (at your expense) your personnel, supplies, equipment, computers and space, at your place of business or elsewhere. 17.4 Upon the Purchase Price of any other subsidiary or affiliate Factor Risk Account being credited and/or paid to you, as herein provided and/or following the occurrence of Payee’s parent corporation, Cardinal Health, Inc.any Event of Default (which is not waived by us), including, without limitation, the breach of any term, condition, warranty or covenant under any sales, purchase or security agreement or the termination or non-renewal by Maker of any sales or purchase agreement with Payee, or if Maker becomes insolvent, commences or has commenced against it any bankruptcy or insolvency proceeding, or if any guarantor of the obligation hereby evidenced shall die or if the holder of this Note in good xxxxx xxxxx itself insecure with respect to any amount owed to it from Maker under this Note or otherwise, then all payments thereafter due under this Note shall become immediately due present and payable at the option future Accounts of the holder of this Notecustomer and all other Collateral in which we have a security interest, without further demand or notice, and interest thereafter shall accrue upon the entire outstanding balance of this Note at the rate as more fully set forth in paragraph number 4 above, we shall have all of this Note until this Note is paid in full. Upon this Note becoming due and payable, Xxxxx shall be entitled to exercise all the rights and remedies provided for of a secured party under Article 9 of the Uniform Commercial Code. If notice of intended disposition of any such Collateral is required by law, it is agreed that five (5) days notice constitutes reasonable notice. Any failure The net cash proceeds resulting from the exercise of any of the holder foregoing rights, after deducting all charges, costs and expenses (including reasonable attorneys' fees) will be applied by us to the payment or satisfaction of this Note the Obligations, whether due or to exercise the above- described option become due, in such order as we may elect. You shall remain liable to us for any deficiency with respect to any such nonpayment or default shall not waive or otherwise affect the holder’s rights to exercise that option with your Obligations. With respect to any Accounts purchased from you in accordance with this Agreement, and any Returned Goods relating thereto, you hereby confirm that or any subsequent nonpayment or defaultwe shall be the owners thereof and that our rights of ownership will permit us to deal with this property as the owner thereof and you confirm that you shall have no interest therein.