Common use of Events of Default and Remedies Clause in Contracts

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); or

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("“Event of Default"”): (i) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 4(a)(i); (iv)ii) Any proceeding shall be instituted against the Company seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the Company or for any substantial part of its property, and either such proceeding shall not have been dismissed or shall not have been stayed for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of any order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur; or (iii) The Company shall fail to pay the any part of the Principal when due hereunder; (b) If an Event of Default described above has occurred, then the Holder may, without further notice to the Company, declare the principal amount of this Note at the time outstanding, and all other amounts payable under this Note to be forthwith due and payable, whereupon such principal and all such amounts shall become and be forthwith due and payable. (c) The Company covenants that in case the Principal of the Note becomes due and payable by declaration or otherwise, then the Company will pay in cash to the Holder of this Note, the whole amount that then shall have become due and payable on this Note for Principal. In case the Company shall fail forthwith to pay such amount, the Holder may commence an action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree against Company or other obligor upon this Note, wherever situated, the monies adjudicated or decreed to be payable.

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute As used herein, an event of default ("Event of Default"):" occurs if: (i) Default The Company defaults in the payment of principal and/or interest upon this Note, as and when the same becomes due and payable and such failure is not cured within ten (10) business days after the Company receives written demand from Holder or the Representative to remedy the same. (ii) the Company fails to comply with any other provision contained in this Series 1 Bridge Note, the Purchase Agreement, the Warrant, the Repricing Warrant, or the Registration Rights Agreement, and such failure is not cured within ten (10) business days after the Company receives written demand from Holder to remedy the same; (iii) the Company defaults in any payment of principal of or interest on any Debt (excluding trade payables) in excess of $100,000 beyond any period of grace provided with respect thereto and the effect of such failure is to cause the holder of such Debt to accelerate the Debt such that such Debt becomes due prior to its stated maturity; (iv) any representation or warranty made in writing by or on behalf of (i) the Company in the Purchase Agreement or in any writing furnished in connection with or pursuant to the Purchase Agreement or in connection with the transactions contemplated by this Agreement, or (ii) the Company in the Registration Rights Agreement, or (iii) the Company in the Escrow Agreement, shall be false in any material respect on the date as of which made; (v) the Company makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; (vi) any order or decree for relief in respect of the Company is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution, or liquidation or similar law, whether now or hereafter in effect (herein called the "Bankruptcy Law"), of any jurisdiction; (vii) the Company petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidation, or similar official of the Company, or of any substantial part of the assets of the Company, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company under the Bankruptcy Law of any other jurisdiction; (viii) any petition or application described in Section 10(a)(vi) above is filed, or any such proceedings are commenced, against the Company and the Company by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator, or similar official, or approving the petition in any such proceedings, and such order, judgment, or decree remains unstayed and in effect for more than sixty (60) days; (ix) any order, judgment, or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment, or decree remains unstayed and in effect for more than sixty (60) days; or (iix) Default in the payment of the principal of this Note, as and when the same shall become due; or a final judgment (iiinot fully covered by insurance) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or 100,000 is rendered against the Company and, within ten (iv10) The Company shall fail to perform business days after entry thereof, such judgment is not discharged or observe any affirmative covenant contained in this Note and such Defaultexecution thereof stayed pending appeal, if capable of being remedied, shall not have been remedied or within ten (10) days after the expiration of any such stay, such judgment is not discharged. (b) Upon the occurrence of an Event of Default described in subsection (vi), (vii), or (viii) of Section 10(a), the principal of and accrued interest on this Series 1 Bridge Note shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Company. If any other Event of Default exists, Holder may, in addition to the exercise of any right, power, or remedy permitted to Holder by law, declare (by written notice thereof or notices to the Company) the entire principal of and all interest accrued on this Series 1 Bridge Note to be due and payable, and this Series 1 Bridge Note shall thereupon become immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Company. Upon such declaration, the Company will immediately pay to Holder of this Series 1 Bridge Note the then outstanding principal of and accrued and unpaid interest on the Series 1 Bridge Notes. If at any time after acceleration of the maturity of the Series 1 Bridge Notes, the Company shall pay all arrears of interest and all payments on account of principal which shall have been given become due other than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rate specified in the Series 1 Bridge Notes) and all Events of Default (other than nonpayment of principal of or interest on this Series 1 Bridge Note due and payable solely by virtue of acceleration) shall be remedied or waived by Holder by written notice to the Company may rescind and annul the acceleration and its consequences, but such action shall not affect any subsequent Event of Default or impair any right consequent thereon. (c) A delay or omission by the Holder to of this Series 1 Bridge Note in exercising any right or remedy arising upon an Event of Default shall not impair such right or remedy or constitute a waiver of or an acquiescence in the Company; orEvent of Default. (vd) The Company If any Event of Default shall occur and be continuing, the Holder of this Series 1 Bridge Note may proceed to protect and enforce their rights under this Agreement and this Series 1 Bridge Note by exercising such remedies as are available to such Holder either by suit in equity or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventby action at law, or seeking dissolutionboth, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry whether for specific performance of any order for relief or the appointment of a receiver, trustee, custodian covenant or other similar official for agreement contained in this Agreement or in aid of the exercise of any power granted in this Agreement. No remedy conferred in this Agreement upon Holder is intended to be exclusive of any other remedy, and each and every such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) remedy shall be unable cumulative and shall be in addition to pay its debts as such debts become due, every other remedy conferred herein or shall admit now or hereafter existing at law or in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; equity or (D) shall take any action to authorize by statute or effect any of the actions set forth above in this subsection 3 (iv); orotherwise.

Events of Default and Remedies. Any one of the following occurrences shall constitute an "event of default" under this Note: (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default in the The failure by Maker to make any payment of principal or interest upon this Note, Note as and when the same shall become due; or becomes due and payable in accordance with the terms hereof, and the continuation of such failure for five (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (105) days after written notice thereof shall have been given by the Holder to the Company; orMaker from JMB; (vb) The Company occurrence of any default under this Note other than as described in the preceding clause (a), and the continuance of such failure for thirty (30) days after written notice thereof to Maker from JMB; provided that if at the end of such 30 day period Maker, in JMB's sole judgment, is proceeding with due diligence to cure such default, then there shall not be an event of default for an additional period of the shorter of 60 days or the period during which, in JMB's sole judgment, Maker continues to proceed with due diligence to cure such default; (c) The occurrence of any Default (as defined in the Third Amended and Restated Security Agreement) under the Priority Security Agreement; (d) Maker, any general partner of Maker (or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventconstituent general partner thereof), or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief any entity whose equity constitutes collateral under a Security Agreement (a "Collateral Entity") becomes insolvent or composition of it or its debts under any law relating generally fails to bankruptcy, insolvency or reorganization or relief of debtorspay, or seeking admits in writing its inability to pay, debts as they become due; or Maker, any general partner of Maker (or any constituent general partner thereof), or any Collateral Entity applies for, consents to, or acquiesces in the entry appointment of, a trustee, receiver or other custodian for itself or of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make makes a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for Maker, any general partner of Maker (D) shall take or any constituent general partner thereof), or any Collateral Entity, or for a substantial part of the property of any of them and is not discharged within 30 days; or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is commenced in respect of Maker, any general partner of Maker (or any constituent general partner thereof), or any Collateral Entity, and if such case or proceeding is not commenced by Maker, any general partner of Maker (or any constituent general partner thereof), or any Collateral Entity, it is consented to or acquiesced in by Maker, any general partner of Maker (or any constituent general partner thereof), or any Collateral Entity, or remains for 60 days undismissed; or Maker, any general partner of Maker (or any constituent general partner thereof), or any Collateral Entity, takes any action to authorize authorize, or effect in furtherance of, any of the actions set forth above in this subsection 3 (iv)foregoing; or (e) Any representation, warranty or certification made by Maker to JMB or any subsequent holder hereof in connection with the Loan, this Note, any Security Agreement, or any other document executed in connection herewith proves to be or to have been false in any material respect at any time. For purposes of the foregoing clauses (c) and (e) of this Section 9, with respect to any event or occurrence which constitutes an event of default hereunder solely by reason of its constituting a default (as distinguished from an "event of default") under a document or instrument other than this Note, to the extent (if any) that such other document or instrument provides a grace or cure period with respect to such default, the same grace or cure period, and only such period, shall apply with respect to this Note. Upon the occurrence of any event of default hereunder: (i) the entire unpaid principal balance of, and any unpaid interest then accrued on, and any other amounts owing under or evidenced by this Note shall, at the option of the holder hereof and without notice or demand of any kind to Maker or any other person, immediately become due and payable; and (ii) the holder hereof shall have and may exercise any and all rights and remedies available at law or in equity and also any and all rights and remedies provided in Security Agreements or in any other instrument securing this Note. The remedies of the holder hereof, as provided herein or in the Security Agreements or any other instrument securing this Note, shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of the holder hereof, and may be exercised as often as occasion therefor shall arise. No act of omission or commission of the holder, including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by the holder and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.

Events of Default and Remedies. (a) Any 5.1 Unless waived by the holders of a majority-in-interest of the principal amount of the Notes, the entire unpaid principal amount of this Note, together with all accrued interest hereon, at the option of the holder hereof exercised by notice to the Company, shall forthwith become and be due and payable if any one or more of the following events which (herein called "Events of Default") shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing shall constitute an event at the time of default ("Event of Default"):such notice, that is to say: (ia) Default if default shall be made in the payment of interest upon this Note, as due and when the same shall become due; or (ii) Default in the punctual payment of the principal of this Note, Note when and as and when the same shall become due and payable, whether at maturity, by acceleration or otherwise; (b) if default shall be made in the due and punctual payment of any interest on this Note when and as such interest shall become due and payable; (c) if default shall be made in the performance or observance of any of the other covenants, agreements or conditions of the Company or any Subsidiary contained in this Note or in the Purchase Agreement or any other agreement to which the Company and the holder of this Note are party, and such default shall have continued for a period of 30 days after notice thereof to the Company; (d) if any representation or warranty made by the Company under the Purchase Agreement or in any document or certificate furnished by the Company pursuant thereto shall prove to be inaccurate in any material respect when made; (e) if this Note, the Purchase Agreement or any other agreement to which the Company and the holder of this Note are party shall cease to be enforceable in accordance with its terms against the Company, or the Company shall so state in writing; (f) if the Company or any Subsidiary shall default beyond any period of grace provided with respect thereto in the payment of principal of, premium, if any, or interest on any obligation in respect of borrowed money when due, whether by acceleration or otherwise; or if the Company or any Subsidiary shall default beyond any grace period herein provided in the performance or observance of any other agreement, term or condition contained in such obligation or in any agreement under which any such obligation is created, if the effect of any such default is to cause or permit the holder or holders of such obligations (or a trustee on behalf of such holder or holders) to cause such obligation to become due prior to the date of its stated maturity, unless such holder or holders or trustee shall have waived such default after its occurrence or unless such holder or holders or trustee shall have failed to give any notice required to create an event of default thereunder; (g) if final judgment for the payment of money in excess of $100,000 shall be rendered by a court of record against the Company or any Subsidiary and the Company or such Subsidiary shall not discharge the same or provide for its discharge in accordance with its terms, or shall not procure a stay of execution thereon within 30 days from the date of entry thereof and, within the period during which execution of such judgment shall have been stayed, appeal therefrom, and cause the execution thereof to be stayed during such appeal; (h) if the Company or any Subsidiary shall: (i) admit in writing its inability to pay its debts generally as they become due; (ii) file a petition in bankruptcy or a petition to take advantage of any insolvency act; (iii) make an assignment for the benefit of creditors; (iv) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property; (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt; or (iiivi) Default in file a petition or answer seeking reorganization or arrangement under the payment of Federal bankruptcy laws or any other obligation applicable law or statute of the Company in an amount in excess United States of $100,000; orAmerica or any State, district or territory thereof; (ivi) The Company if a court of competent jurisdiction shall fail to perform enter, except at the direct or observe any affirmative covenant contained in indirect request of the holder of this Note and such DefaultNote, if capable of being remediedan order, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventjudgment, or seeking dissolutiondecree appointing, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition without the consent of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary Subsidiary, a receiver of the Company or for any Subsidiary or of the whole or any substantial part of its property, or shall consent to the commencement approving a petition filed against it seeking reorganization or arrangement of the Company or any Subsidiary under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of entry thereof; or (j) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Company or any Subsidiary or of the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such a proceeding custody or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); orcontrol.

Events of Default and Remedies. The occurrence of any one of the following shall constitute an Event of Default hereunder: (a) Any one Medical Center fails to pay any installment of semi-monthly procedure payments when due when such default continues for a period of thirty (30) days after notice thereof from GKF or more its assignee is given to Medical Center. (b) Medical Center attempts to remove, sell, transfer, encumber, sublet or part with possession of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):Equipment or any items thereof, except as expressly permitted herein; (ic) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company Medical Center shall fail to observe or perform any of the other obligations required to be observed or observe any affirmative covenant contained in this Note performed by Medical Center hereunder and such Default, if capable of being remedied, failure shall not have been remedied ten continue uncured for twenty (1020) days after written notice thereof shall have been given to Medical Center by the Holder to the Company; orGKF; (vd) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventMedical Center ceases doing business as a going concern, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file makes an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; , admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or (D) an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or it or its shareholders shall take any action looking to authorize its dissolution or effect liquidation. (e) Within sixty (60) days after the commencement of any proceedings against Medical Center seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment without Medical Center's consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated. Upon the occurrence of an Event of Default, GKF may at its option do any or all of the actions set forth above following: (i) by notice to Medical Center, terminate this Agreement as to the Equipment in default, wherever situated, and for such purposes, enter upon the Site without liability for so doing or GKF may cause Medical Center and Medical Center hereby agrees to return the Equipment to GKF at Medical Center's sole cost and expense; (ii) recover from, as liquidated damages for the loss of the bargain and not as a penalty, an amount equal to the present value of the unpaid estimated future lease payments by Medical Center to GKF through the end of the Agreement term discounted at the rate of nine percent (9%), which payment shall become immediately due and payable. Unpaid estimated future lease payments shall be based on the prior 12 months lease payments with an annual five (5%) percent increase; (iii) sell, dispose of, hold, use or lease the Equipment in default, as GKF in its sole discretion may determine (and GKF shall not be obligated to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar Equipment owned or leased by GKF). In any event, Medical Center shall, without further demand, pay to GKF an amount equal to all sums due and payable for all periods up to and including the date on which GKF had declared this subsection 3 Agreement to be in default. In the event, that Medical Center shall have paid to GKF the liquidated damages referred to in (iviii) above, GKF hereby agrees to pay to Medical Center promptly after receipt thereof, all rentals or proceeds received from the reletting or sale of the Equipment during the balance of the ten (10) year initial Term (after deduction of all expenses incurred by GKF; said amount never to exceed the amount of the liquidated damages paid by Medical Center); or. Medical Center agrees that GKF shall have no obligation to sell the Equipment. Medical Center shall in any event remain fully liable for reasonable damages as provided by law for all costs and expenses incurred by GKF on account of such default, including but not limited to, all court costs and reasonable attorneys' fees. Medical Center hereby agrees that, in any event, it shall be liable for any deficiency after any sale, lease or other disposition of the Equipment by GKF. The rights afforded GKF hereunder shall not be deemed to be exclusive, but shall be in addition to any other rights or remedies provided by law.

Events of Default and Remedies. (a) Any one or more Each of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):Default under this Agreement: (i1) Default in Failure by the Borrower to make any payment of interest upon this Notewith respect to the Loan (whether principal, interest, fees, or other amounts) when and as and when the same shall become duebecomes due and payable (whether at maturity, on demand, or otherwise); or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv2) The Company Borrower shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding apply for or voluntary case seeking consent to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of or the taking of possession by a receiver, custodian, trustee, custodian or other similar official for such liquidator of the Company Borrower or any subsidiary of all or for any a substantial part of its property, or shall consent to the commencement against it property of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar officialBorrower; (B) shall admit in writing the inability of the Borrower, or be unable generally unable, to pay its the debts of the Borrower as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditorsthe creditors of the Borrower; (D) commence a voluntary case under the federal bankruptcy law (as now or hereafter in effect); (E) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (F) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against the Borrower in an involuntary case under such federal bankruptcy law; or (DG) shall take any action to authorize or effect for the purpose of effecting any of the actions set forth above foregoing; or (3) A proceeding or case shall be commenced, without the application of the Borrower, in this subsection 3 any court of competent jurisdiction, seeking (ivA) the liquidation, reorganization, dissolution, winding-up, or composition or readjustment of debts of the Borrower; (B) the appointment of a trustee, receiver, custodian, liquidator, or the like of the Borrower or of all or any substantial part of the assets of the Borrower; or (C) similar relief in respect of the Borrower under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition and adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment, or decree approving or ordering any of the foregoing shall be entered and continue in effect, for a period of sixty (60) days from commencement of such proceeding or case or the date of such order, judgment, or decree, or any order for relief against the Borrower shall be entered in an involuntary case or proceeding under the federal bankruptcy law; or (4) Any representation or warranty made by the Borrower in any Credit Document shall be false or misleading in any material respect on the date as of which made (or deemed made); or (5) Any default by the Borrower shall occur in the performance or observance of any term, condition, or provision contained in any Credit Document and not referred to in clauses (1) through (4) above, which default shall continue for thirty

Events of Default and Remedies. 4.1 Each of the following shall constitute an Event of Default under this Agreement: (a) Any one Pledgor shall default in the performance of any of his agreements herein or more in any instrument or document delivered pursuant to this Agreement or the Debt, including, without limitation, the Line Letter and the Note; (b) The perfection of any security interest granted Bank in any of the following events which shall have occurred and be continuing shall constitute an event of default Collateral is impaired or in Bank’s reasonable belief is about to become impaired; ("Event of Default"):c) Any Pledgor: (i) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventgenerally not, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its propertybe unable to, or shall consent to the commencement against it of such a proceeding or caseadmit in writing its inability to, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; ; (Cii) shall make a general an assignment for the benefit of creditors; or ; (Diii) shall take file a petition in bankruptcy or for any action relief under any law of any jurisdiction relating to authorize reorganization, arrangement, readjustment of debt, dissolution or liquidation; (iv) shall have any such petition filed against it and the same shall remain undismissed for a period of 30 days or shall consent or acquiesce thereto; or (v) shall have had a receiver, custodian or trustee appointed as a result of any insolvency for all or a substantial part of its property; (d) Any action, suit, proceeding or investigation against or affecting any Pledgor before any court or governmental agency which involves forfeiture of any assets of such Pledgor shall have been commenced; or (e) one or more judgments, decrees or orders for the payment of money in excess of $250,000 in the aggregate shall be rendered against any Pledgor and shall continue unsatisfied and in effect any for a period of 60 consecutive days without being vacated, discharged, satisfied or stayed or bonded pending appeal. 4.2 Upon the occurrence of one or more of the actions set forth above foregoing Events of Default and without further consent from any Pledgor, Bank may liquidate so much of the Collateral of such Pledgor as is required to pay the Debt of such Pledgor and the costs, expenses and fees described in this subsection 3 Section 2.1 hereof. Bank may apply any such net proceeds in such order or preference as Bank may determine, except that any proceeds derived from the liquidation of the Collateral shall be applied first by Bank to the payment of any obligations of such Pledgor due to Bank pursuant to the Line Letter and the Note and then to any other Debt of such Pledgor which is outstanding and unpaid. 4.3 In addition, if any Debt of a Pledgor is not be paid in full promptly when due and payable, whether due by lapse of time or by acceleration due to demand or otherwise, Bank in its discretion may further, upon such terms and in such manner as Bank shall deem advisable as to the Collateral of such Pledgor, sell, redeem, assign, transfer or deliver the Collateral, or any portion thereof, and Bank shall apply the net proceeds of the sale thereof to such Debt and the costs, expenses and fees described in Section 2.1 hereof, whether or not due, in such order or preference as Bank may determine, except that any proceeds derived from the liquidation of the Collateral shall be applied first by the Bank to the payment of any obligations of such Pledgor due to the Bank pursuant to the Line Letter and the Note and then to any other Debt which is outstanding and unpaid. 4.4 Bank shall provide to the relevant Pledgor at least five (iv); or5) days’ notice to such Pledgor of the time and place of any public sale or the time after which any private sale is to be made which shall constitute reasonable notification, provided that Bank may sell any Collateral of such Pledgor if such Collateral consists of securities regularly traded on a nationally recognized market or are obligations of the United States.

Events of Default and Remedies. (a) Any If any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event Events of Default"):) shall occur: (ia) Default Debtor shall fail to make any payment in respect of the payment of interest upon this Note, as and Liabilities when the same shall become due; or (iib) Default in the payment any certification, statement, representation, warranty or financial report or statement heretofore or hereafter furnished by or on behalf of Debtor or any guarantor of any or all of the principal Liabilities proves to have been false in any material respect at the time as of this Note, as and when which the same shall become duefacts therein set forth were stated or certified or has omitted any material contingent or unliquidated liability or claim against Debtor or any such guarantor; or (iiic) Default in the payment Debtor or any guarantor of any other obligation or all of the Company in an amount in excess of $100,000; or (iv) The Company Liabilities shall fail to perform or observe any affirmative covenant contained in this Note and such Defaultcovenant, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given condition or agreement to be performed or observed by the Holder to the Companyit hereunder or under any guaranty agreement; or (vd) The Company Debtor or any subsidiary (A) guarantor of any or all of the Liabilities shall institute be in breach of or in default in the payment and performance of any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law obligation relating to bankruptcy, insolvency any of the Other Liabilities; or (e) Debtor or reorganization or relief of debtors, or seeking the entry any guarantor of any order of Debtor's obligations hereunder shall be in breach of or in default in the payment or performance of any obligation owing to any bank, lender, lessor or financial institution, howsoever arising, present or future, contracted for relief or the appointment of a receiveracquired, trusteeand whether joint, custodian several, absolute, contingent, secured, unsecured, matured or other similar official for such the Company unmatured; or (f) Debtor or any subsidiary guarantor of any or all of the Liabilities shall cease doing business as a going concern, make an assignment for any substantial part the benefit of its propertycreditors, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply pay its debts generally; as they become due, file a petition commencing a voluntary case under any chapter of Title 11 of the United States Code entitled "Bankruptcy" (C) shall make the "Bankruptcy Code"), be adjudicated an insolvent, file a general assignment petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law, rule or regulation or file an answer admitting the benefit material allegations of creditors; a petition filed against it in any such proceeding, consent to the filing of such a petition or (D) shall acquiescence in the appointment of a trustee, receiver or liquidator of it or of all or any part of its assets or properties, or take any action looking to authorize its dissolution or liquidation; or (g) an order for relief against Debtor or any guarantor of any or all of the Liabilities shall have been entered under any chapter of the Bankruptcy Code or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Debtor or any guarantor of any or all of the Liabilities under any present or future statute, law, rule or regulation, or within thirty (30) days after the appointment without Debtor's or such guarantor's consent or acquiescence of any trustee, receiver or liquidator of it or such guarantor or of all or any part of its or such guarantor's assets and properties, such appointment shall not be vacated, or an order, judgment or decree shall be entered against Debtor or such guarantor by a court of competent jurisdiction and shall continue in effect for any period of ten (10) consecutive days without a stay of execution, or any execution or writ or process shall be issued under any action or proceeding against Debtor whereby the Equipment or its use may be taken or restrained; or (h) Debtor or any guarantor of any or all of the Liabilities shall suffer an adverse material change in its financial condition as compared to such condition as at the date hereof, and as a result of such change in condition Secured Party deems itself or any of the actions set forth above Equipment to be insecure; then and in any such event, Secured Party may, at the sole discretion of Secured Party, without notice or demand and without limitation of any rights and remedies of Secured Party under the Uniform Commercial Code, take any one or more of the following steps: (1) Declare all of the Time Balance to be due and payable, whereupon the same shall forthwith mature and become due and payable as provided for in paragraph 16 below, provided, however, upon the occurrence of any of the events specified in subparagraphs (f) and (g) above, all sums as specified in this subsection 3 clause (iv1) shall immediately be due and payable without notice to Debtor (the date on which Secured Party declares all of the Time Balance to be due and payable is hereinafter referred to as the "Declaration Date"); (2) proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any agreement contained herein, or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any other right, power or remedy granted hereby or by law, equity or otherwise; orand (3) at any time and from time to time, with or without judicial process and the aid or assistance of others, enter upon any premises wherein any of the Equipment may be located and, without resistance or interference by Debtor, take possession of the Equipment on any such premises, and require Debtor to assemble and make available to Secured Party at the expense of Debtor any part or all of the Equipment at any place or time designated by Secured Party; and remove any part or all of the Equipment from any premises wherein the same may be located for the purpose of effecting the sale or other disposition thereof; and sell, resell, lease, assign and deliver, grant options for or otherwise dispose of any or all of the Equipment in its then condition or following any commercially reasonable preparation or processing, at public or private sale or proceedings, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Equipment at the place of sale or other disposition, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such persons, firms or corporations as Secured Party shall deem best, all without demand for performance or any notice or advertisement whatsoever, except that Debtor shall be given five (5) business days' written notice of the place and time of any public sale or of the time after which any private sale or other intended disposition is to be made, which notice Debtor hereby agrees shall be deemed reasonable notice thereof. If any of the Equipment is sold by Secured Party upon credit or for future delivery, Secured Party shall not be liable for the failure of the purchaser to pay for same and in such event Secured Party may resell such Equipment. Secured Party may buy any part or all of the Equipment at any public sale and if any part or all of the Equipment is of a type customarily sold in a recognized market or which is the subject of widely distributed standard price quotations Secured Party may buy at private sale and may make payment therefor by application of all or a part of the Liabilities and of all or a part of any Other Liabilities. Any personalty in or attached to the Equipment when repossessed may be held by Secured Party without any liability arising with respect thereto, and any and all claims in connection with such personalty shall be deemed to have been waived unless notice of such claim is made by certified or registered mail upon Secured Party within three business days after repossession. Secured Party shall apply the cash proceeds from any sale or other disposition of the Equipment first, to the reasonable expenses of re-taking, holding, preparing for sale, selling, leasing and the like, and to reasonable attorneys' fees and other expenses which are to be paid or reimbursed to Secured Party pursuant hereto, and second, to all outstanding portions of the Liabilities and to any Other Liabilities in such order as Secured Party may elect, and third, any surplus to Debtor, subject to any duty of Secured Party imposed by law to the holder of any subordinate security interest in the Equipment known to Secured Party; provided however, that Debtor shall remain liable with respect to unpaid portions of the Liabilities owing by it and will pay Secured Party on demand any deficiency remaining with interest as provided for in paragraph 16 below.

Events of Default and Remedies. (a) Any one or more of the following events which if default shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default made in the payment of interest upon this Note, as due and when the same shall become due; or (ii) Default in the punctual payment of the principal of this Note, Note when and as and when the same shall become due and payable, whether at maturity, by acceleration or otherwise; (b) if default shall be made in the due and punctual payment of any interest on this Note when and as such interest shall become due and payable, and such default shall have continued for a period of 10 days; (c) if default shall be made in the performance or observance of any covenant, agreement or condition contained in Section 6 hereof; (d) if default shall be made in the performance or observance of any of the other covenants, agreements or conditions of the Corporation contained in this Note, and such default shall have continued for a period of 30 days; (e) the holder or holders of such obligations (or a trustee on behalf of such holder or holders) to cause such obligation to become due prior to the date of its stated maturity, unless such holder or holders or trustee shall have waived such default after its occurrence or unless such holder or holders or trustee shall have failed to give any notice required to create a default thereunder; (f) if the Corporation or any Subsidiary shall: (i) admit in writing its inability to pay its debts generally as they become due; (ii) file a petition in bankruptcy or a petition to take advantage of any insolvency act; (iii) make an assignment for the benefit of creditors; (iv) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property; (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt; or (iiig) Default in if a court of competent jurisdiction shall enter an order, judgment, or decree appointing, without the payment of any other obligation consent of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company Corporation or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventSubsidiary, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition a receiver of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company Corporation or any subsidiary Subsidiary or for of the whole or any substantial part of its property, or shall consent to the commencement approving a petition filed against it seeking reorganization or arrangement of the Corporation or any Subsidiary under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of entry thereof; (h) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Corporation or any Subsidiary or of the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control; or (i) if final judgment for the payment of money in excess of $50,000 shall be rendered by a proceeding court of record against the Corporation or caseany Subsidiary and the Corporation or such Subsidiary shall not discharge the same or provide for its discharge in accordance with its 14 14 terms, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in not procure a stay of execution thereon within 60 days from the commencement date of entry thereof and within the period during which execution of such judgment shall have been stayed, appeal therefrom, and cause the execution thereof to be stayed during such appeal. 8.2. In case any one or proceedingmore of the Events of Default specified in Section 8.1 hereof shall have occurred and be continuing, the holder of this Note may proceed to protect and enforce its rights either by suit in equity and/or by action at law, whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note, or shall consent the holder of this Note may proceed to enforce the payment of all sums due upon this Note or acquiesce in to enforce any other legal or equitable right of the appointment holder of this Note. 8.3. No remedy herein conferred upon the holder hereof is intended to be exclusive of any other remedy and each and every such a receiver, trustee, custodian or similar official; (B) remedy shall be unable cumulative and shall be in addition to pay its debts as such debts become due, every other remedy given hereunder or shall admit now or hereafter existing at law or in writing its inability to apply its debts generally; (C) shall make a general assignment for equity or by statute or otherwise. 8.4. No course of dealing between the benefit of creditors; Corporation and the holder hereof or (D) shall take any action to authorize or effect any delay on the part of the actions set forth above holder hereof in this subsection 3 (iv); orexercising any rights hereunder shall operate as a waiver of any rights of any holder hereof.

Events of Default and Remedies. (a) Any An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events which shall have occurred occur and be continuing continuing: (a) the Company shall constitute an event of default fail to pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for five ("Event of Default"): (i5) Default in the Business Days after such payment of interest upon this Note, as and when the same shall become became due; or or (iib) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform any of the covenants or observe agreements contained herein or in any affirmative covenant contained in this Note other Loan Document and such Default, if capable of being remedied, failure shall not have been remedied ten continue unremedied for thirty (1030) days after written notice thereof shall have been given thereof; or (c) any representation or warranty made by the Holder Company to Lender herein or in any other Loan Document shall prove to be untrue or inaccurate in any material respect; or (d) the Company; or Company shall (v1) The Company apply for or any subsidiary (A) shall institute any proceeding or voluntary case seeking consent to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian intervener, custodian, or other similar official for such the Company liquidator of itself or any subsidiary of all or for any a substantial part of its propertyassets, (2) be adjudicated bankrupt or shall consent to the commencement against insolvent or file a voluntary petition for bankruptcy or admit in writing that it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be is unable to pay its debts as such debts they become due, or shall admit in writing its inability to apply its debts generally; (C3) shall make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (De) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company appointing a receiver, trustee, intervener, or liquidator of the Company, or of all or substantially all of its assets, and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty (30) days; or (f) the dissolution or liquidation of the Company; or (g) a Change of Control; or (h) the Company shall default in the payment of any indebtedness of such Company in excess of $250,000 individually or in the aggregate or default shall occur in respect of any note or credit agreement relating to any such indebtedness and such default shall continue for more than the period of grace, if any, specified therein; or (i) any final judgment(s) for the payment of money in excess of the sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall take any action not be satisfied or discharged at least ten (10) days prior to authorize or effect the date on which any of the actions set forth above Company’s assets could be lawfully sold to satisfy such judgment(s). Upon the occurrence of any Event of Default hereunder, then the holder hereof may, at its option, (i) declare the entire unpaid principal balance and accrued interest upon the Obligation to be immediately due and payable without presentment or notice of any kind which the Company waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce any of Lender’s rights and remedies available pursuant to any applicable law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this subsection 3 (iv); orSECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Company.

Events of Default and Remedies. (a) Any one or more 10.1 Notwithstanding anything herein above to the contrary, the Agent, with the concurrence of the Required Lenders, may terminate this Financing Agreement immediately upon the occurrence of any of the following events which shall have occurred and be continuing shall constitute an event of default (herein "Event Events of Default"): (a) cessation of the business of the Material Obligors or any one of them, except pursuant to a Permitted Merger hereunder, or the calling of a meeting of the creditors of any of the Material Obligors for purposes of compromising the debts and obligations of such Material Obligors; (b) the failure of any of the Material Obligors to generally meet debts as they mature; (i) Default in the payment commencement by any of interest upon this Notethe Material Obligors of any bankruptcy, as and when the same shall become dueinsolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; or (ii) Default in the payment commencement against any of the principal Material Obligors, of this Noteany bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any federal or state law by creditors of any of the Material Obligors, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and applicable, provided that such Default, if capable of being remedied, involuntary proceeding shall not have been remedied controverted within ten (10) days after written notice thereof or shall not have been given by the Holder to the Company; or dismissed and vacated within sixty (v60) The Company days of commencement, or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer actions sought 61 in any such case proceeding shall occur or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) Material Obligors shall take any action to authorize or effect any of the actions set forth above in any such proceeding; (d) breach by any of the Obligors in any material respect of any warranty, representation or covenant contained herein (other than those referred to in sub-paragraph (e) below), in the other Loan Documents or in any other written agreement between such Obligors or the Agent, provided that such breach by such Obligors of any of the warranties, representations or covenants referred in this subsection clause (d) shall not be deemed to be an Event of Default unless and until such breach shall remain unremedied to the Agent's or the Required Lenders' satisfaction for a period of twenty (20) Business Days from the date of such breach; PROVIDED, HOWEVER, any breach by any Obligor of the covenants contained in Paragraph 7.8 of Section 7 hereof shall not be deemed to be an Event of Default unless and until such breach remains unremedied to the Agent's or Required Lenders' satisfaction for a period of ten (10) Business Days from the date of written notice of such breach from Agent to Parent; (e) breach by any of the Obligors of any warranty, representation or covenant of Paragraphs 3.3 (other than the third sentence of Paragraph 3.3) and 3.4 of Section 3 hereof; Paragraphs 6.3 and 6.4 (other than the first sentence of Paragraph 6.4) of Section 6 hereof; Paragraphs 7.1, 7.5, 7.6, 7.9 through 7.11, 7.13 and 7.14 of Section 7 hereof; (f) failure of any of the Obligors to pay any of the Obligations within five (5) Business Days of the due date thereof, provided that nothing contained herein shall prohibit the Agent from charging such amounts to any of the Companies' Revolving Loan Accounts on the due date thereof; (g) a Change of Control (as defined in the May 29, 2001 Senior Subordinated Notes Indenture); (h) any of the Obligors shall (i) engage in any "prohibited transaction" as defined in ERISA, (ii) have any "accumulated funding deficiency" as defined in ERISA, (iii) have any "reportable event" as defined in ERISA, for which the requirement to provide notice to the Pension Benefit Guaranty Corporation ("PBGC") has not been waived by the PBGC, (iv) terminate any "plan", as defined in ERISA, that is subject to title IV of ERISA, or (v) be engaged in any proceeding in which the Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administrator of any "plan", as defined in ERISA, and with respect to this sub-paragraph (h) such event or condition (x) remains uncured for a period of thirty (30) days from date of occurrence and (y) subjects the Obligors to any tax, penalty or other liability which could reasonably be expected to have a Material Adverse Effect; (i) without the prior written consent of the Agent, any of the Obligors shall (x) amend or modify the Subordinated Debt in any respect which materially and adversely 62 affects the rights of the Lenders or of any other holders of Senior Debt (as defined therein), (y) except for Excluded Payments, make any payment on account of the Subordinated Debt except as permitted under the Senior Subordinated Notes Indentures or in a Subordination Agreement, or (z) except for Excluded Payments, prepay, in whole or in part, any of the Senior Subordinated Debt; (j) the occurrence of any default or event of default (after giving effect to any applicable grace or cure periods) under any instrument or agreement evidencing (x) Subordinated Debt or (y) any other Indebtedness of the Obligors, or any one of them, having a principal amount in excess of $250,000; PROVIDED, HOWEVER, any such default or event of default shall not be deemed an Event of Default hereunder unless and until (i) the holders of such debt accelerate the maturity thereof, or (ii) the Parent fails to deliver to Agent a written waiver of such default or event of default from the holders of such debt within twenty (20) Business Days after the occurrence of such default or event of default; or (k) all of the Capital Stock of Obligors (other than Parent) ceases to be beneficially owned by another Obligor, except as otherwise permitted hereunder; or (l) if any Guarantor terminates its obligations under the Guaranty or otherwise fails to perform any of the terms of its Guaranty, all prior to termination of this Financing Agreement and payment in full of all Obligations except in connection with or as a result of a transaction permitted; (m) any judgment or judgments aggregating in excess of $5,000,000 or any injunction or attachment is obtained or enforced against any Material Obligor and which remains unstayed for more than ten (10) Business Days and which could reasonably be expected to have a Material Adverse Effect. 10.2 Upon the occurrence and during the continuance of a Default and/or an Event of Default, upon the written direction of the Required Lenders the Agent shall declare that, all loans, advances and extensions of credit provided for in Sections 3, 4 and 5 of this Financing Agreement shall be thereafter in the Agent's or the Required Lenders' sole discretion and the obligation of the Agent and the Lenders to make Revolving Loans and open Letters of Credit shall cease unless such Default or Event of Default is waived in writing by the Required Lenders or cured to the Agent's or the Required Lenders' satisfaction in the exercise of the Agent's and the Lenders' reasonable business judgement, and the Agent, upon the written direction of the Required Lenders after the occurrence and during the continuance of an Event of Default: (a) all Obligations shall become immediately due and payable; (b) the Agent may charge the Companies the lesser of (i) the Default Rate of Interest or (ii) the Maximum Legal Rate on all then outstanding or thereafter incurred Obligations in lieu of the interest provided for in Section 8 of this Financing Agreement, provided that, with respect to this clause "(b)" (i) the Agent has given the Companies written notice of the Event of Default, provided, however, that no notice is required if the Event of Default is the Event listed in Paragraph 10.1(c) of this Section 10, and (ii) the Companies have failed to cure the Event of Default within ten (10) days after (x) the Agent gave such notice pursuant to paragraph 12.6 below or (y) the occurrence of the Event of Default listed in Paragraph 10.1 (c) of this Section 10; and (c) 63 the Agent shall, upon the written direction of the Required Lenders, immediately terminate this Financing Agreement upon notice to the Companies, provided, however, that no notice of termination is required if the Event of Default is the Event listed in Paragraph 10.1(c) of this Section 10. The exercise of any option is not exclusive of any other option which may be exercised at any time by the Agent and/or the Lenders.

Events of Default and Remedies. (a) Any one or more 1. Notwithstanding anything hereinabove to the contrary, CITBC may terminate this Financing Agreement immediately upon the occurrence of any of the following events which shall have occurred and be continuing shall constitute an event of default (herein "Event Events of Default"): (a) cessation of the business of the Company or the calling of a general meeting of the creditors of the Company for purposes of compromising the debts and obligations of the Company; (b) the Company admits in writing its inability to generally pay its debts as they mature; (c) the commencement by the Company of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; (d) the commencement against the Company of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law, provided, however, that such Default shall not be deemed an Event of Default if the proceeding, petition, case or arrangement is commenced or supported by creditors by creditors holding $2,500,000 or less of indebtedness and is dismissed within 60 days of the filing of, or the commencement of, such petition, case, proceeding or arrangement; (e) material breach by the Company of any warranty, representation or covenant contained herein (other than those referred to in sub-paragraph f below) or in any other written agreement between the Company or CITBC relating to this Financing Agreement, provided that such Default by the Company of any of the warranties, representations or covenants referred in this clause e shall not be deemed to be an Event of Default unless and until such Default shall remain unremedied to CITBC's satisfaction for a period of fifteen (15) Business Days from the date of such Default; (f) breach by the Company of any warranty, representation or covenant of Section 3, Paragraphs 3 (other than the third sentence of paragraph 3) and 4; Section 6, Paragraphs 3 and 4 (other than the first sentence of paragraph 4); Xxxxxxx 0, Xxxxxxxxxx 0,0,0, and 9 through 11 (other than 10E as it relates to corporate good standing status); (g) failure of the Company to pay any of the Obligations within five (5) Business Days of the due date thereof, provided that nothing contained herein shall prohibit CITBC from charging such amounts to the Company's account on the due date thereof; (h) Company shall i) Default engage in any "prohibited transaction" as defined in ERISA, ii) have any "accumulated funding deficiency" as defined in ERISA, iii) have any Reportable Event as defined in ERISA, iv) terminate any Plan, as defined in ERISA or v) be engaged in any proceeding in which the Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administrator of any Plan, as defined in ERISA, and with respect to this sub-paragraph h such event or condition x) remains uncured for a period of 60 days from date of occurrence and y) could reasonably be expected to subject the Company to any tax, penalty or other liability materially adverse to the business, operations or financial condition of the Company; (i) without the prior written consent of CITBC, the Company shall x) amend or modify the Senior Unsecured Debt, any Subordinated Debt, or y) make any payment on account of any Subordinated Debt except as permitted in the payment applicable Subordination Agreement or on account of interest upon this Notethe Senior Unsecured Debt except for regularly scheduled payments (but no prepayments or redemptions, including optional redemptions or those arising due to a Change of Control under and as and when defined in the same shall become dueSenior Unsecured Debt) as contemplated under the Indenture evidencing the Senior Unsecured Debt as in effect as of the date hereof; or (iij) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment occurrence of any default or event of default (after giving effect to any applicable grace or cure periods) under any instrument or agreement evidencing (x) Subordinated Debt, (y) the Senior Unsecured Debt, or (z) any other obligation Indebtedness of the Company in an having a principal amount in excess of $100,0001,000,000 if the effect of such default or event of default is to permit the holder or holders of such Subordinated Debt, Senior Unsecured Debt or other Indebtedness, as the case may be, to cause the same to become or be declared due and payable prior to its stated maturity or (except in the case of the Senior Unsecured Debt relating to the March 2000 SEC filing) charge an increased rate of interest. 2. Upon the occurrence of a Default and/or an Event of Default, at the option of CITBC, all loans and advances provided for in Sections 3 and 5 of this Financing Agreement shall be thereafter in CITBC's sole discretion and the obligation of CITBC to make revolving loans and/or open Letters of Credit shall cease unless such Default is cured to CITBC's reasonable satisfaction within the applicable grace period or Event of Default is waived by CITBC and at the option of CITBC upon the occurrence of an Event of Default: i) all Obligations shall upon notice (provided, however, that no such notice is required if the Event of Default is the Event of Default listed in paragraph 1(c) or 1(d) of this Section 10) become immediately due and payable; orii) CITBC may charge the Company the Default Rate of Interest on all then outstanding or thereafter incurred Obligations in lieu of the interest provided for in Section 8 of this Financing Agreement; provided (iva) The the CITBC has given notice of the imposition of the Default Rate of Interest, provided, however, that no notice is required if the Event of Default is the Event listed in paragraph 1(c) or 1(d) of this Section 10 and b) the Company shall fail has failed to perform or observe any affirmative covenant contained in this Note and such Default, if capable cure the Event of being remedied, shall not have been remedied Default within ten (10) days Business Days after written x) CITBC deposited such notice thereof shall have been given by in the Holder United States mail or y) the occurrence of the Event of Default listed in paragraph 1(c) or 1(d) of this Section 10; and iii) CITBC may immediately terminate this Financing Agreement upon notice to the Company; or, provided, however, that no notice of termination is required if the Event of Default is the Event listed in paragraph 1(c) or 1(d) of this Section 10. Notwithstanding anything herein contained to the contrary, if CITBC waives all Events of Default, then by written notice to the Company, the acceleration of the Obligations will be rescinded and all remedies and actions then being exercised by CITBC shall cease. The exercise of any option is not exclusive of any other option which may be exercised at any time by CITBC. 3. Immediately upon the occurrence of any Event of Default, CITBC may to the extent permitted by law: (va) The Company or remove from any subsidiary (A) shall institute premises where same may be located any proceeding or voluntary case seeking and all documents, instruments, files and records relating to adjudicate it bankrupt or insolventthe Accounts, or seeking dissolutionCITBC may use, liquidationat the Company's expense, winding upsuch of the Company's personnel, reorganizationsupplies or space at the Company's places of business or otherwise, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating as may be necessary to bankruptcy, insolvency or reorganization or relief of debtors, or seeking properly administer and control the entry of any order for relief Accounts or the appointment handling of a receivercollections and realizations thereon; (b) bring suit, trustee, custodian or other similar official for such in the name of the Company or CITBC, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any subsidiary amounts owing on any Accounts and issue credits in the name of the Company or CITBC; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at CITBC's sole option and discretion, and, to the extent permitted by applicable law, CITBC may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Company; (d) foreclose the security interests created herein by any available judicial procedure, or to take possession of any or all of the Inventory and Equipment without judicial process, and to enter any premises where any Inventory and Equipment may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise, to the extent permitted by applicable law. CITBC shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Company or CITBC, or in the name of such other party as CITBC may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for any substantial part of credit, with or without warranties or representations, and upon such other terms and conditions as CITBC in its propertysole discretion may deem advisable, or and CITBC shall consent have the right to the commencement against it of such a proceeding or case, or shall file an answer in purchase at any such case sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or proceeding commenced against preparation, CITBC shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as CITBC shall deem appropriate. The Company agrees, at the request of CITBC, to assemble the Inventory and Equipment and to make it consenting available to CITBC at premises of the Company or acquiescing such other location reasonably designated by CITBC and to make available to CITBC the premises and facilities of the Company for the purpose of CITBC's taking possession of, removing or putting the Inventory and Equipment in saleable form. However, if notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) Business Days notice shall constitute reasonable notification and full compliance with the commencement law. The net cash proceeds resulting from CITBC's exercise of such case or proceedingany of the foregoing rights, or shall consent to or acquiesce in the appointment of such a receiver(after deducting all charges, trusteecosts and expenses, custodian or similar official; (Bincluding reasonable attorneys' fees) shall be unable applied by CITBC to pay its debts as such debts the payment of the Company's Obligations, whether due or to become due, in such order as CITBC may elect, and the Company shall remain liable to CITBC for any deficiencies, and CITBC in turn agrees to remit to the Company or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; successors or (D) shall take assigns, any action to authorize or effect any surplus resulting therefrom. The enumeration of the actions set forth above in this subsection 3 (iv); orforegoing 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.

Events of Default and Remedies. (aA) Any one or more Each of the following events which shall have occurred and be continuing shall constitute an event of default ("“Event of Default"):”: (i) Default a default in the payment when due (together with any applicable grace period) of interest upon this Note, as and when all or any part of the same shall become dueObligations; or (ii) Default an event of default stipulated in the payment Section 8.1 of the principal of this Note, as Credit Agreement shall occur and when the same shall become duebe continuing; or (iii) Default a default by the Owner occurs in the payment due and punctual observance of any other obligation of the Company covenants contained in an amount in excess subsections (A)(i), (B) (other than subclauses (iv), (vi) and (xiii) thereof), (F), (G), (I), (K), (L), (M), (N), (O), (P), (R), (S), (T), (U) or (V) of $100,000Section 5 of this Mortgage; or (iv) The Company shall fail to perform or observe a default by the Owner occurs in the due and punctual observance of any affirmative covenant of the covenants contained in subsections (C), (D), (E), (H), (J), or (Q) or subclauses (ii) and (iii) of subsection (A) and subclauses (iv), (vi) or (xiii) of subsection (B) of Section 5 of this Note Mortgage and such Default, if capable default continues unremedied for a period of being remedied, shall not have been remedied ten thirty (1030) days after written notice thereof shall have been given by the Holder to the Companydays; or (v) The Company it becomes impossible or unlawful for the Owner to fulfill any subsidiary (A) shall institute any proceeding of the covenants and obligations contained in this Mortgage and the Mortgagee reasonably considers that such impossibility or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or illegality will have a material adverse effect on its debts rights under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief this Mortgage or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; enforcement thereof. (B) If any Event of Default shall occur and be continuing, the Mortgagee shall be unable entitled: (i) to pay demand payment by written notice to the Owner of the Obligations, whereupon such payment shall be immediately due and payable, anything contained in the Credit Agreement, the Notes, this Mortgage or any of the other relevant Loan Documents to the contrary notwithstanding and without prejudice to any other rights and remedies of the Mortgagee or the other Finance Parties, as the case may be, under the Credit Agreement, the Notes, this Mortgage or any of the other relevant Loan Documents, provided, however, that if, before any sale of the Vessel, all defaults shall have been remedied in a manner satisfactory to the Majority Lenders, the Mortgagee may waive such defaults by written notice to that effect to the Owner; but no such waiver shall extend to or affect any subsequent or other default or impair any rights and remedies consequent thereon; (ii) at any time and as often as may be necessary to take any such action as the Mortgagee may in its debts discretion deem advisable for the purpose of protecting the security created by this Mortgage and each and every expense or liability (including reasonable fees of counsel) so incurred by the Mortgagee in or about the protection of such security shall be repayable to it by the Owner promptly after demand, together with interest thereon at the rate provided for in Section 5(Q) hereof from the date whereon such expense or liability was incurred by the Mortgagee. The Owner shall promptly execute and deliver to the Mortgagee such documents or cause promptly to be executed and delivered to the Mortgagee such documents, if any, and shall promptly do and perform such acts, if any, as in the opinion of the Mortgagee or its counsel may be necessary or advisable to facilitate or expedite the protection, maintenance and enforcement of the security created by this Mortgage; (iii) to exercise all the rights and remedies in foreclosure and otherwise given to the Mortgagee by any applicable law, including those under the provisions of the Maritime Law; (iv) to take possession of the Vessel, wherever the same may be, without prior demand and without legal process (when permissible under applicable law) and cause the Owner or other Person in possession thereof forthwith upon demand of the Mortgagee to surrender to the Mortgagee possession thereof as demanded by the Mortgagee, and by notice to the Owner, request that the crew be ordered to remain onboard the Vessel, that the Master of the Vessel be ordered to sail the Vessel at the cost of the Owner to any port designated by the Mortgagee and/or that the Owner take such debts become dueaction regarding the Vessel as may be requested by the Mortgagee; (v) to require that all policies, contracts and other records relating to the Insurances (including details of and correspondence concerning outstanding claims) be forthwith delivered to such adjusters, brokers or other insurers as the Mortgagee may nominate; (vi) to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurances or any of them and to take over or institute (if necessary using the name of the Owner) all such proceedings in connection therewith as the Mortgagee in its absolute discretion deems advisable and to permit the brokers through whom collection or recovery is effected to charge the usual brokerage therefor; (vii) to discharge, compound, release or compromise claims against the Owner in respect of the Vessel which have given or may give rise to any charge or lien on the Vessel or which are or may be enforceable by proceedings against the Vessel; (viii) to take appropriate judicial proceedings for the foreclosure of this Mortgage and/or for the enforcement of the Mortgagee’s rights hereunder or otherwise; recover judgment for any amount due by the Owner in respect of the Credit Agreement, the Notes, this Mortgage, or any of the other relevant Loan Documents and collect the same out of any property of the Owner; (ix) to sell the Vessel at public auction, free from any claim of or by the Owner of any nature whatsoever by first giving notice of the time and place of sale with a general description of the property in the following manner: (a) by publishing such notice for ten (10) consecutive days in a daily newspaper of general circulation published in New York City; (b) if the place of sale should not be New York City, then also by publication of a similar notice in a daily newspaper, if any, published at the place of sale; and (c) by sending a similar notice by xxxxxxxxx confirmed by registered mail to the Owner at its address hereinafter set forth at least fourteen (14) days prior to the date of sale; Such sale of the Vessel may be held at such place as the Mortgagee in such notices may have specified, or such sale may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale and without further notice or publication the Mortgagee may make such sale at the time and place to which the same shall admit be so adjourned; and such sale may be conducted without bringing the Vessel to the place designated for such sale and in writing such manner as the Mortgagee may deem to be for its inability best advantage, and any Finance Party may become the purchaser at such sale. (x) pending sale of the Vessel (either directly or indirectly) to apply manage, charter, lease, insure, maintain and repair the Vessel and to employ or lay up the Vessel upon such terms, in such manner and for such period as the Mortgagee deems expedient and for the purpose aforesaid the Mortgagee shall be entitled to do all acts and things incidental or conducive thereto and in particular to enter into such arrangements respecting the Vessel, her insurance, management, maintenance, repair, classification and employment in all respects as if the Mortgagee were the owner of the Vessel and without being responsible for any loss thereby incurred; (xi) to recover from the Owner on demand any such losses as may be incurred by the Mortgagee in or about the exercise of the powers vested in the Mortgagee under Section 7(B)(x) above with interest thereon at the rate provided for in Section 5(Q) hereof from the date when such losses were incurred by the Mortgagee; and (xii) to recover from the Owner on demand all expenses, payments and disbursements (including reasonable fees and expenses of counsel) incurred by the Mortgagee in or about or incidental to the exercise by it of any of the powers vested in it hereunder together with interest thereon at the rate provided for in Section 5(Q) hereof from the date when such expenses, payments or disbursements were incurred by it; PROVIDED, ALWAYS, that any sale of the Vessel or any interest therein by the Mortgagee pursuant to and in compliance with Section 7(B)(ix) above shall operate to divest all right, title and interest of the Owner, its debts generally; successors and assigns, in or to the Vessel so sold and upon such sale the purchaser shall not be bound to see or inquire whether the Mortgagee’s power of sale has arisen in the manner herein provided and the sale shall be deemed to be within the power of the Mortgagee and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. In case the Mortgagee shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in every such case the Owner and the Mortgagee shall be restored to their former positions and rights hereunder with respect to the property, subject or intended to be subject to this Mortgage, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken. (C) Notwithstanding the foregoing, it is understood that a Total Loss of the Vessel which is covered by the insurance maintained by Owner pursuant to Section 5(B) hereof shall make not be deemed to be a general assignment for default under this Mortgage, the benefit of creditors; Credit Agreement, the Notes or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); orother relevant Loan Documents, or any of them.

Events of Default and Remedies. (a) 8.1 Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):: (ia) Default in the payment default for a period of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days in the payment when due of principal or interest on the Note, whether at the stated maturity thereof or at any other time provided in this Agreement, or of any fee payable by the Company hereunder; (b) default in the observance or performance of any covenant set forth in Section 7 hereof; (c) default in the observance or performance of any other provision of the Loan Documents which is not remedied within thirty (30) days after written notice thereof shall have been given to the Company by the Holder Bank; (d) default shall occur under any evidence of indebtedness in an outstanding amount of not less than $10,000.00 issued, assumed or guaranteed by a Company or under any indenture, agreement or other instrument under which the same may be issued and such default shall continue for a period of time sufficient to permit the acceleration of the maturity of any such indebtedness without cure or waiver; (e) any representation or warranty made by the Company in the Loan Documents, or in any statement or certificate furnished by a Company pursuant thereto or in connection with any advance made hereunder proves untrue in any material respect as of the date of the issuance or making thereof; (f) the Company becomes insolvent or bankrupt, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors or applies for or consents to the Company; orappointment of a trustee or receiver for it or for any part of its property; (vg) The a trustee or receiver is appointed for the Company or for any subsidiary part of its property; (Ah) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding upbankruptcy, reorganization, arrangement, adjustment, protection, insolvency or liquidation proceedings or other proceedings for relief or composition of it or its debts under any bankruptcy law relating to bankruptcy, insolvency or reorganization or laws for the relief of debtorsdebtors are instituted by or against the Company, and, if instituted against the Company, are consented to or seeking the entry of are not dismissed within sixty (60) days after such institution; and (i) any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such default that occurs and is continuing by the Company or Checksmart Financial Company (“Checksmart”) under the Senior Secured Notes or the Syndicated Credit Agreement that entitles the holders of such obligations to accelerate the maturity thereof. 8.2 When any subsidiary Event of Default described in Sections 8.1(a), 8.1(b), 8.1(c), 8.1(d), 8.1(e) or for 8.1(i) has occurred or is continuing, the Bank may take any substantial part or all of its propertythe following actions: (a) terminate the remaining commitment hereunder of the Bank; (b) declare the principal of and the accrued interest on all sums outstanding hereunder to be forthwith due and payable, and thereupon all of said sums, including both principal and interest, shall be and become immediately due and payable without further demand, presentment, protest or notice of any kind; (c) setoff against any and all accounts maintained by the Company with the Bank in order to pay all amounts due and owing to the Bank by the Company. 8.3 When any Event of Default described in Sections 8.1(f), 8.1(g) or 8.1(h) has occurred and is continuing, then all sums outstanding hereunder shall immediately become due and payable without presentment, demand, protest, or shall consent notice of any kind, and the obligation of the Bank to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting extend further credit pursuant to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above terms hereof shall immediately terminate. 8.4 The Company agrees to pay to the Bank all reasonable expenses incurred or paid by the Bank, including reasonable attorneys’ fees and court costs, in this subsection 3 (iv); orconnection with the occurrence of any Event of Default or of an event which solely by the passage of time would constitute an Event of Default hereunder or in connection with the enforcement of any of the terms of any of the Loan Documents.

Events of Default and Remedies. Section 9.1 All Obligations shall be, at the Bank’s option, immediately due and payable without notice or demand (anotwithstanding any deferred or installment payments allowed, if any, by any instrument evidencing or relating to the Obligations) Any and any provision of this Agreement or any supplement hereto, as to future loans and advances by the Bank shall, at the Bank’s option, terminate forthwith, upon the termination or non-renewal of this Agreement or upon the occurrence and continuation following written notice thereof by the Bank to the Borrower of any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event Events of Default"): (a) if the Borrower shall (i) Default fail to pay to the Bank when due any amounts owing to the Bank under any Obligation, and in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment case of any amount other obligation of the Company in than an amount of principal or interest in excess respect of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note Advance and any such Default, if capable of being remedied, shall not have been remedied amounts remain unpaid for more than ten (10) days after from the due date, (ii) shall breach any of the terms, covenants, conditions or provisions of this Agreement, any supplement hereto or any other Loan Document and such failure shall continue for more than ten (10) days, or (iii) shall breach any of the terms, covenants, conditions or provisions of any document evidencing or governing any indebtedness between any other third person or entity and the Borrower and as a result of such breach, such third party shall and has or shall be entitled to accelerate such indebtedness and Borrower has not cured such events, or (iv) Borrower shall breach any of the terms, covenants, conditions or provisions of any other agreement between any other third person or entity and the Borrower and as a result of such breach, such third party shall or shall be entitled to terminate such agreement and the termination of such agreement would result in a Material Adverse Change; (b) the occurrence and continuation of an Overadvance for more than ten (10) days following the Bank’s written notice thereof shall have been given to Borrower of such Overadvance; (c) if any representation, warranty, or statement of fact made to the Bank at any time by the Holder to Borrower or on the Company; orBorrower’s behalf is false or misleading in any material respect; (vd) The Company if (i) the Borrower or any subsidiary (A) Guarantor shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or become insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating fail to bankruptcy, insolvency or reorganization or relief of debtors, or seeking meet the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its their debts as such debts become duethey mature, call a meeting of creditors or shall admit in writing its inability to apply its debts generally; (C) shall have a creditors' committee appointed, make a general an assignment for the benefit of creditors, commence or have commenced against the Borrower or them any action or proceeding for relief under any bankruptcy law (and, in the case of any such action or proceeding commenced against the Borrower such action or proceeding shall not be dismissed within 60 days), or (ii) a lien or encumbrance of any type or nature attaches to the assets of the Borrower or the Collateral and is not released or removed within fifteen (15) days; or (Diii) a judgment is rendered against the Borrower or Guarantor in excess of $250,000.00 that is not fully covered by insurance or which is not satisfied and paid within thirty (30) days after entry thereof or the execution or other enforcement thereof stayed, or (iv) the Borrower suspends or discontinues doing business for any reason, or if a receiver, custodian or trustee of any kind is appointed for the Borrower or any of the Borrower’s or assets or properties; (e) if there shall be a Material Adverse Change from the date hereof; or (f) if at any time the Bank shall, in the Bank’s commercially reasonable discretion, consider the Obligations insecure or any part of the Collateral unsafe, insecure or insufficient and the Borrower shall, on the Bank’s demand, be unable to furnish other Collateral or make payment on account, satisfactory to the Bank. Section 9.2 Upon the occurrence and continuation of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Bank shall have the right (in addition to any other rights the Bank may have under this Agreement, any supplement hereto or otherwise available under applicable law) without notice to the Borrower, at any time and from time to time, in the Bank’s discretion, with or without judicial process or the aid or assistance or others and without cost to the Bank to appropriate, set off and apply to the payment of any or all of the Obligations, any or all Collateral, in such manner as the Bank shall in the Bank’s sole discretion determine; to enforce payment of any Collateral; to settle, compromise or release in whole or in part, any amounts owing on the Collateral; to prosecute any action, suit or proceeding with respect to the Collateral; to extend the time of payment of any and all Collateral; to make allowances and adjustments with respect thereto; to issue credits in the Bank’s or the Borrower’s name; to sell, assign and deliver the Collateral (or any part thereof) at public or private sale, at broker's board, for cash, upon credit or otherwise, at the Bank’s sole option and discretion, and the Bank may bid or become purchaser at any such sale, if public, free from any right of redemption which is hereby expressly waived; and, with respect to the Inventory or Equipment, to enter upon any premises on or in which any of the Inventory or Equipment may be located and, without resistance or interference by the Borrower, take possession of the Inventory and the Equipment; to complete processing, manufacturing and repair of all or any portion of the Inventory; to sell, foreclose or otherwise dispose of any part or all of the Inventory and the Equipment on or in any of the Borrower’s premises or premises of any other party; to require the Borrower, at the Borrower’s expense, to assemble and make available to the Bank any part or all of the Inventory and the Equipment at any place and time designated by the Bank; and to remove any or all of the Inventory and the Equipment from any premises on or in which the same may be located, for the purpose of effecting the sale, foreclosure or other disposition thereof or for any other purpose. Section 9.3 In the event the Bank seeks to take possession of all or any portion of the Collateral by judicial process, the Borrower irrevocably waive: (a) the posting of any bond, surety or security with respect thereto which might otherwise be required, (b) any demand for possession prior to the commencement of any suit or action to recover the Collateral, and (c) any requirement that the Bank retain possession and not dispose of any Collateral until after trial or final judgment. Section 9.4 If notice of the intended disposition of Collateral is required by law, the Borrower agrees that the giving of seven (7) days notice by the Bank (unless a shorter period of time is permitted under the UCC), sent by ordinary mail, postage prepaid, to the Borrower’s address set forth herein, designating the place and time of any public sale or of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be deemed to be reasonable notice thereof and the Borrower waive any other notice with respect thereto. Section 9.5 The Bank shall have no obligation to clean-up or otherwise prepare the Collateral for sale. Section 9.6 The Bank may sell the Collateral without giving any warranties as to the Collateral. The Bank may disclaim any warranties of title or the like. Section 9.7 To the extent that applicable law imposes duties on the Bank to exercise remedies in a commercially reasonable manner, the Borrower acknowledges and agrees that it is not commercially unreasonable for the Bank (a) to fail to incur expenses reasonably deemed significant by the Bank to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtors or other persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as the undersigned, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure the Bank against risks of loss, collection or disposition of Collateral or to provide the Bank a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Bank, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Bank in the collection or disposition of any of the Collateral. The Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Bank would not be commercially unreasonable in the Bank’s exercise of remedies against the Collateral and that other actions or omissions by the Bank shall not be deemed commercially unreasonable solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to the Borrower or to impose any duties on the Bank that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section. Section 9.8 The Bank shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that the Borrower lawfully may, the Borrower hereby agrees that the Borrower will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Bank’s rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that the Borrower lawfully may, the Borrower hereby irrevocably waives the benefits of all such laws. Section 9.9 The net cash proceeds resulting from the exercise of any of the foregoing rights or remedies shall be applied by the Bank to the payment of the Obligations in such order as the Bank may elect, and the Borrower shall remain liable to the Bank for any deficiency. Without limiting the generality of the foregoing, if the Bank enters into any credit transaction, directly or indirectly, in connection with the disposition of any Collateral, the Bank shall have the option, at any time, in the Bank’s sole discretion, to reduce the Obligations by the principal amount of such credit transaction or to defer the reduction thereof until actual receipt by the Bank of cash or other immediately available funds in connection therewith. Section 9.10 The enumeration of the foregoing rights and remedies is not intended to be exclusive, and such rights and remedies are in addition to and not by way of limitation of any other rights or remedies the Bank may have under the UCC or other applicable law. The Bank shall have the right, in the Bank’s sole discretion, to determine which rights and remedies, and in which order any of the same, are to be exercised, and to determine which Collateral is to be proceeded against and in which order, and the exercise of any right or remedy shall not preclude the exercise of any others, all of which shall be cumulative. Section 9.11 No act (other than a waiver in writing), failure or delay by the Bank shall constitute a waiver of any of the Bank’s rights and remedies. No single or partial waiver by the Bank of any provision of this Agreement or any supplement hereto, or breach or default thereunder, or of any right or remedy which the Bank may have shall operate as a waiver of any other provision, breach, default, right or remedy or of the same provision, breach, default, right or remedy on a future occasion. Section 9.12 Upon the occurrence and continuation of an Event of Default and following issuance by the Bank of a written notice with right to cure, all or any one or more of the rights, powers, privileges and other remedies available to the Bank against the Obligors under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, the Obligors or at law, equity or otherwise may be exercised by the Bank at any time and from time to time, whether or not the Bank shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan documents with respect to the Collateral. Any such actions taken by the Bank may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Bank may determine in its sole and absolute discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of the Bank permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, the Obligors agree that if an Event of Default exists (a) the Bank is not subject to any “one action” or “election of remedies” law or rule, and (b) all liens and other rights, remedies or privileges provided to the Bank shall remain in full force and effect until the Bank has exhausted all of its remedies resulting in the satisfaction and payment in full of all Obligations. Section 9.13 The Borrower waives presentment, notice of dishonor, protest and notice of protest of all instruments included in or evidencing any of the Obligations or the Collateral and any and all notices or demands whatsoever (except as expressly provided herein). The Bank may, at all times, proceed directly against the Borrower to enforce payment of the Obligations and shall not be required to take any action of any kind to authorize preserve, collect or effect any of protect the actions set forth above Bank’s or the Borrower’s rights in this subsection 3 (iv); orthe Collateral.

Events of Default and Remedies. 7.01 The following acts and/or omissions shall constitute a default and material breach of this Agreement by the Contractor and shall be deemed an Event of Default if not cured within five (5) business days after written notice of default has been sent by the Authority to the Contractor, provided however, that if the default is such that more than five (5) days are required for a cure, then Contractor shall not be in default if it commences to cure the default within the five (5) day period and thereafter diligently prosecutes the same to completion: (a) Any one or more Failure to comply with any of the material terms and conditions of this Agreement following events written notice from the Authority and failure to cure; and/or (b) Failure to begin the Services in accordance with the terms of this Agreement; and/or (c) If the Contractor, in the judgment of the Authority, is unnecessarily or unreasonably or willfully delaying the performance and completion of the Services; and/or (d) The Contractor abandons the Services to be undertaken; and/or (e) The Authority reasonably believes that the Services cannot be completed within the time required, where in the Authority’s judgment, the delay is attributable to conditions within the Contractor’s control; and/or (f) The Contractor, without just cause, reduces its personnel to a number which shall have occurred in the judgment of the Authority, is insufficient to complete the Services within a reasonable time and be continuing shall constitute fails to sufficiently increase such personnel when directed to do so by the Authority; and/or (g) The Contractor assigns, transfers, conveys or otherwise disposes of this Agreement, in whole, or in part, without prior approval of the Authority; and/or (h) Any Authority officer or employee acquires an event interest in this Agreement so as to create a conflict of default ("Event of Default"):interest; and/or (i) Default in the payment of interest upon this NoteThe Contractor violates any law, as and when the same shall become duecharter provision, ordinance, rule, regulation, governmental order or directive; orand/or (iij) Default Failure to provide adequate inventory, vehicles, equipment and/or personnel; and/or (k) The filing of a voluntary or involuntary petition in bankruptcy or for reorganization or an arrangement, or an assignment for the payment benefit of creditors, or the adjudication of the principal of this Note, Contractor as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiverreceiver of, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its propertythe Contractor if such appointment, adjudication, or shall consent to the commencement against it similar order or ruling remains in force or unstayed for a period of such a proceeding or casethirty (30) days, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply pay its debts generallygenerally as they become due; and/or (Cl) The Contractor’s level of performance of the Services, in the reasonable judgment of the Authority falls below the standard of care set forth in Article II hereof and/or (m) The Contractor ceases to conduct business in the normal course, and/or (n) The Contractor fails to comply with any material terms, conditions and/or obligations of Contractor set forth herein. (o) The Contractor fails to pay any labor, tax obligations, fringe benefit funds, insurance premiums, or subcontractor invoices for Services which the Contractor has received payment from the Authority. 7.02 In the Event of Default by the Contractor, the Authority shall make a general assignment be entitled to exercise any and all remedies available at law and/or in equity, including, but not limited to the right to seek and xxx for damages, any costs incurred to enforce, or attempt to enforce this Agreement, including reasonable attorneys fees, which enforcement shall not be limited, and may include appeals of any decisions in lower courts, as well as collection efforts thereafter, compensable damages and consequential damages, withhold and retain payment to the Contractor for the benefit purpose of creditors; setoff until such time as the exact amount of damages due to the Authority from the Contractor is determined, seek injunctive relief and/or specific performance and such other equitable remedies that are available, as well as effectuate a termination of this Agreement, which may or (D) shall take could give rise to additional damages. It is expressly understood that the Contractor will remain liable for any action to authorize or effect damages the Authority sustains in excess of any of the actions set forth above in this subsection 3 (iv); orset-off.

Events of Default and Remedies. The occurrence of any one of the following shall constitute an Event of Default hereunder: (a) Any one Lessee fails to pay any installment of rent on or more before the tenth (10th) day following the date when Lessor notifies Lessee, in writing that such installment has not been paid; (b) Lessee attempts to remove, sell, transfer, encumber, sublet or part with possession of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):Equipment or any items thereof, except as expressly permitted herein; (ic) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company Lessee shall fail to observe or perform any of the other obligations required to be observed or observe any affirmative covenant contained in this Note performed by Lessee hereunder and such Default, if capable of being remedied, failure shall not have been remedied ten continue uncured for (10) days after written notice thereof shall have been given to Lessee by the Holder to the Company; orLessor; (vd) The Company Any representation or any subsidiary (A) shall institute any proceeding warranty made by Lessee herein or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case document or proceeding commenced against it consenting to or acquiescing certificate furnished in the commencement of such case or proceedingconnection herewith shall prove incorrect in any material respect; (e) Lessee ceases doing business as a going concern, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general makes an assignment for the benefit of creditors; , admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or (D) an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders shall take any action looking to authorize its dissolution or effect liquidation; or (f) Within thirty (30) days after the commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment, without Lessee's consent or acquiescence, of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated or vigorously, actively and continually protested by Lessee; (g) The occurrence of any event or condition described in subsections (d) through (f) hereof with respect to any guarantor or any other party liable, in whole or in part, for performance of any of Lessee's obligations under this Lease. Upon the actions set forth above occurrence of an Event of Default, Lessor may at its option do any or all of the following: (i)By notice to Lessee terminate this Lease as to any or all Equipment Schedules; (ii)whether or not this Lease is terminated as to any or all Equipment Schedules, take possession of any or all of the Equipment listed on any or all Equipment "Schedules, wherever situated, and for such purpose, enter upon any premises without liability for so doing or Lessor may cause Lessee, and Lessee hereby agrees, to return the Equipment to Lessor as provided in this subsection 3 Lease; (iviii)recover from Lessee, as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the present value of all monies to be paid by Lessee during the remainder of the Initial Term or any successive period then in effect, discounted at the rate of six percent (6%) per annum, which payment shall become immediately due and payable; and (iv)sell, dispose of, hold, use or lease any Equipment as Lessor in its sole discretion may determine without, except as provided below, any duty to account to Lessee (and Lessor shall not be obligated to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar equipment owned or leased by Lessor); or. In any event, Lessee shall, without further demand, pay to Lessor an amount equal to all sums due and payable for all periods up to and including the date on which Lessor has declared this Lease to be in default. In the event that Lessee shall have paid to Lessor the liquidated damages referred to in clause (iii) above and all other sums then due and payable, Lessor hereby agrees to pay Lessee, promptly after receipt thereof, all rentals or proceeds received from the reletting or sale of the Equipment to the extent such rentals or proceeds are attributable to the balance of the Initial Term (after deduction of all expenses incurred by Lessor), said amount never to exceed the amount of the liquidated damages paid by Lessee. Lessee agrees that Lessor shall have no obligation to sell or lease the Equipment and shall not be required to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar equipment owned or leased by Lessor. Lessee shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses incurred by Lessor on account of such default including, but not limited to, all court costs and reasonable attorneys' fees. Lessee further agrees that, in any event, it will be liable for any deficiency after any sale, lease or disposition by Lessor. The rights afforded Lessor hereunder shall not be deemed to be exclusive, but shall be in addition to any other rights or remedies provided by law. Lessor agrees to seek to mitigate its damages in a commercially reasonable manner.

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note or the subscription agreement executed by the Company and the Holder as of the date hereof and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (viv) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); or (v) Any proceeding shall be instituted against the Company seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the Company or for any substantial part of its property, and either such proceeding shall not have been dismissed or shall not have been stayed for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of any order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur; or (vi) One or more final judgments or orders for the payment of money in excess of $100,000 in the aggregate shall be rendered against the Company, and either (A) enforcement proceedings shall have been commenced by any creditor upon any such judgment or order, or (B) there shall be any period of thirty (30) days during which enforcement of any such judgment or order shall not be discharged, stayed or fully satisfied. (b) If an Event of Default described above has occurred, then the Holder may, without further notice to the Company, declare the principal amount of this Note at the time outstanding, together with accrued unpaid interest thereon, and all other amounts payable under this Note to be forthwith due and payable, whereupon such principal, interest and all such amounts shall become and be forthwith due and payable. (c) The Company covenants that in case the principal of, and accrued interest on, the Note becomes due and payable by declaration or otherwise, then the Company will pay in cash to the Holder of this Note, the whole amount that then shall have become due and payable on this Note for principal or interest, as the case may be, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable fees and disbursements of the Holder's legal counsel. In case the Company shall fail forthwith to pay such amount, the Holder may commence an action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree against Company or other obligor upon this Note, wherever situated, the monies adjudicated or decreed to be payable.

Events of Default and Remedies. The occurrence of any one of the following shall constitute an Event of Default hereunder: (a) Any one Medical Center fails to pay any installment of semi-monthly procedure payments when due when such default continues for a period of thirty (30) days after notice thereof from GKF or more its assignee is given to Medical Center. (b) Medical Center attempts to remove, sell, transfer, encumber, sublet or part with possession of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):Equipment or any items thereof, except as expressly permitted herein; (ic) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company Medical Center shall fail to observe or perform any of the other obligations required to be observed or observe any affirmative covenant contained in this Note performed by Medical Center hereunder and such Default, if capable of being remedied, failure shall not have been remedied ten continue uncured for thirty (1030) days after written notice thereof to Medical Center by GKF provided, however, that if the nature of the default is such that it cannot reasonably be cured within the thirty (30) day period, the Medical Center shall have been given by not be deemed to be in default if it shall commence to cure the Holder to default within the Company; orthirty (30) day period and diligently effect the cure within a period not exceeding an additional thirty (30) days; (vd) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventMedical Center ceases doing business as a going concern, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file makes an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; , admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or (D) an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or it or its shareholders shall take any action looking to authorize its dissolution or effect liquidation. (e) Within sixty (60) days after the commencement of any proceedings against Medical Center seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment without Medical Center's consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated. Upon the occurrence of an Event of Default, GKF may at its option do any or all of the actions set forth above following: (i) by notice to Medical Center, terminate this Agreement as to the Equipment in default, wherever situated, and for such purposes, enter upon the Site without liability for so doing or GKF may cause Medical Center and Medical Center hereby agrees to return the Equipment to GKF at Medical Center's sole cost and expense; (ii) recover from, as liquidated damages for the loss of the bargain and not as a penalty, an amount equal to the present value of the unpaid estimated future lease payments by Medical Center to GKF through the end of the Agreement term discounted at the rate of nine percent (9%), which payment shall become immediately due and payable. Unpaid estimated future lease payments shall be based on the prior 12 months lease payments with a five percent (5%) increase; (iii) sell, dispose of, hold, use or lease the Equipment in default, as GKF in its sole discretion may determine (and GKF shall not be obligated to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar Equipment owned or leased by GKF). In any event, Medical Center shall, without further demand, pay to GKF an amount equal to all sums due and payable for all periods up to and including the date on which GKF had declared this subsection 3 Agreement to be in default. In the event, that Medical Center shall have paid to GKF the liquidated damages referred to in (iviii) above, GKF hereby agrees to pay to Medical Center promptly after receipt thereof, all rentals or proceeds received from the reletting or sale of the Equipment during the balance of the ten (10) year initial Term (after deduction of all expenses incurred by GKF; said amount never to exceed the amount of the liquidated damages paid by Medical Center); or. Medical Center agrees that GKF shall have no obligation to sell the Equipment. Medical Center shall in any event remain fully liable for reasonable damages as provided by law for all costs and expenses incurred by GKF on account of such default, including but not limited to, all court costs and reasonable attorneys' fees. Medical Center hereby agrees that, in any event, it shall be liable for any deficiency after any sale, lease or other disposition of the Equipment by GKF. The rights afforded GKF hereunder shall not be deemed to be exclusive, but shall be in addition to any other rights or remedies provided by law.

Events of Default and Remedies. (a) Any one or more If any of the following events which shall have occurred and be continuing shall constitute (each an event of default ("“Event of Default"):”) shall occur and be continuing: (a) The Borrower shall fail to pay any principal of any Loan when the same becomes due and payable; or the Borrower shall fail to pay any interest on any Loan or make any other payment of fees or other amounts payable under this Agreement or the Receipt within five Business Days after the same becomes due and payable; or (b) Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made; or (i) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company Borrower shall fail to perform or observe any affirmative term, covenant or agreement contained in Sections 5.04, 5.05, 5.08, 5.09 or 5.10 or Article VI, or (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Note and Agreement on its part to be performed or observed if such Default, if capable of being remedied, failure pursuant to this clause (ii) shall not have been remedied ten (10) remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Holder to the CompanyAdministrative Agent or any Lender; or (vd) The Company Borrower or any subsidiary of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal or notional amount of at least $75,000,000 in the aggregate (Abut excluding Debt outstanding hereunder) of the Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall institute continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than (i) by a regularly scheduled required prepayment or redemption or (ii) a prepayment or redemption required solely as a result of the proceeds of such Debt not having been applied to consummate a transaction or toward any other purpose for which such Debt was incurred), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (e) The Borrower or any of its Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or voluntary case against the Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such the Company proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any subsidiary of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditorsoccur; or (D) the Borrower or any of its Subsidiaries shall take any corporate action to authorize or effect any of the actions set forth above in this subsection 3 clause (ive); or (f) one or more judgments for the payment of money in an aggregate amount in excess of $75,000,000 shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment; or (i) Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934, as amended), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower; or (ii) during any period of up to 24 consecutive months, commencing after the date of this Agreement, individuals who at the beginning of such 24-month period were directors of the Borrower shall cease for any reason (other than due to death or disability) to constitute a majority of the board of directors of the Borrower (except to the extent that individuals who at the beginning of such 24-month period were replaced by individuals (x) elected by a majority of the remaining members of the board of directors of the Borrower or (y) nominated for election by a majority of the remaining members of the board of directors of the Borrower and thereafter elected as directors by the shareholders of the Borrower); or (h) The Borrower or any of its ERISA Affiliates shall incur, or shall be reasonably likely to incur liability in excess of $75,000,000 in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan; then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Loans to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loans, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Loans, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Loans shall automatically be terminated and (B) the Loans, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

Events of Default and Remedies. (a) Any one or more Each of the following events which shall have occurred and be continuing shall constitute an event of default ("Event Events of Default"): (ia) Default in the Borrower shall fail to pay the principal, or interest on, the Note or any other amount due thereunder or under this Agreement within five days after the date when such payment of interest upon this Note, as and when the same shall become was due; or (iib) Default the Obligors shall fail to observe or perform any term, covenant or agreement contained in the payment Loan Documents (other than the Note) and such failure shall continue uncured for a period of 30 days after the principal earlier of this Note(1) the date of which the Bank has given written notice of such failure to the relevant Obligor, as and when or (2) the same shall become duedate on which an executive officer of any Obligor otherwise became aware of such failure; or (iiic) Default any representation or warranty made by any Obligor in this Agreement or the payment of other Loan Documents, or otherwise in writing in connection with the Loan, shall prove to have been false, incorrect or misleading in any other obligation of material respect on the Company in an amount in excess of $100,000date when made; or (ivd) The Company any of the Loan Documents shall cease for any reason to be in full force and effect or the enforceability thereof shall be challenged or disputed by any Obligor; or (e) any Obligor or any of their Subsidiaries becomes insolvent or makes an assignment for the benefit of creditors, or any petition is filed by or against any Obligor or any of their Subsidiaries under any provision of any law or statute alleging that such Person is insolvent or unable to pay its debts as they mature; or (f) the entry of any judgment against any Obligor or any of their Subsidiaries in an amount exceeding $750,000 or the issuing of any attachment or garnishment against any property of any Obligor or any of their Subsidiaries in respect of indebtedness of more than $750,000; or (g) any Obligor or any Subsidiary of any Obligor shall fail to perform pay when due (after giving effect to any grace period applicable thereto), any principal of, premium (if any) on or observe interest on any affirmative covenant contained in this Note other indebtedness of such Obligor or Subsidiary, or the occurrence of any default under any mortgage, agreement or other instrument under or pursuant to which such indebtedness is incurred, secured, or issued, and continuance of such Defaultdefault beyond the period of grace, if capable any, allowed with respect thereto; or (h) any dissolution, merger, consolidation or reorganization of being remediedany Obligor or any of their Subsidiaries, shall not have been remedied ten (10) days after written notice thereof shall have been given except as expressly permitted by this Agreement and except that any Subsidiary of the Holder Company may merge into or consolidate with or transfer assets to any other Subsidiary of the Company; or (vi) The Company or any subsidiary (A) shall institute information furnished in writing to the Bank by any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking Obligor in connection with the entry of any order for relief Loan or the appointment of a receiverGuaranty shall prove to have been false, trusteeincorrect or misleading in any material respect on the date when made; then, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer and in any such case or proceeding commenced against it consenting event, the Note and all interest thereon and all other amounts payable under this Agreement shall become and be immediately due and payable upon declaration to or acquiescing such effect delivered by the Bank to the Borrower; provided that upon the happening of an Event of Default specified in section 6.01(e), the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) Note and all interest thereon and all other amounts payable thereunder shall be unable immediately due and payable without declaration or other notice to pay its debts as such debts become dueany Obligor. Thereupon, or the Bank shall admit in writing its inability have the right to apply its debts generally; (C) charge and accrue interest at the applicable Default Rate and shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any have all of the actions set forth above rights and remedies available to it under the Loan Documents or otherwise at law or in this subsection 3 (iv); orequity. The Obligors expressly waive any presentment, demand, protest or further notice of any kind.

Events of Default and Remedies. 7.01 The following acts and/or omissions shall constitute a default and material breach of this Agreement by the Contractor and shall be deemed an Event of Default if not cured within five (5) business days after written notice of default has been sent by the Authority to the Contractor, provided however, that if the default is such that more than five (5) days are required for a cure, then Contractor shall not be in default if it commences to cure the default within the five (5) day period and thereafter diligently prosecutes the same to completion: (a) Any one or more Failure to comply with any of the material terms and conditions of this Agreement following events written notice from the Authority and failure to cure; and/or (b) Failure to begin the Services in accordance with the terms of this Agreement; and/or (c) If the Contractor, in the judgment of the Authority, is unnecessarily or unreasonably or willfully delaying the performance and completion of the Services; and/or (d) The Contractor abandons the Services to be undertaken; and/or (e) The Authority reasonably believes that the Services cannot be completed within the time required, where in the Authority’s judgment, the delay is attributable to conditions within the Contractor’s control; and/or (f) The Contractor, without just cause, reduces its personnel to a number which shall have occurred in the judgment of the Authority, is insufficient to complete the Services within a reasonable time and be continuing shall constitute fails to sufficiently increase such personnel when directed to do so by the Authority; and/or (g) The Contractor assigns, transfers, conveys or otherwise disposes of this Agreement, in whole, or in part, without prior approval of the Authority; and/or (h) Any Authority officer or employee acquires an event interest in this Agreement so as to create a conflict of default ("Event of Default"):interest; and/or (i) Default in the payment of interest upon this NoteThe Contractor violates any law, as and when the same shall become duecharter provision, ordinance, rule, regulation, governmental order or directive; orand/or (iij) Default Failure to provide adequate inventory, vehicles, equipment and/or personnel; and/or (k) The filing of a voluntary or involuntary petition in bankruptcy or for reorganization or an arrangement, or an assignment for the payment benefit of creditors, or the adjudication of the principal of this Note, Contractor as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiverreceiver of, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its propertythe Contractor if such appointment, adjudication, or shall consent to the commencement against it similar order or ruling remains in force or unstayed for a period of such a proceeding or casethirty (30) days, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply pay its debts generallygenerally as they become due; and/or (Cl) The Contractor’s level of performance of the Services, in the reasonable judgment of the Authority falls below the standard of care set forth in Article II hereof and/or (m) The Contractor ceases to conduct business in the normal course, and/or (n) The Contractor fails to comply with any material terms, conditions and/or obligations of Contractor set forth herein. (o) The Contractor fails to pay any labor, tax obligations, fringe benefit funds, insurance premiums, or subcontractor invoices for Services which the Contractor has received payment from the Authority. 7.02 In the Event of Default by the Contractor, the Authority shall make a general assignment be entitled to exercise any and all remedies available at law and/or in equity, including, but not limited to the right to seek and sue for damages, any costs incurred to enforce, or attempt to enforce this Agreement, including reasonable attorneys fees, which enforcement shall not be limited, and may include appeals of any decisions in lower courts, as well as collection efforts thereafter, compensable damages and consequential damages, withhold and retain payment to the Contractor for the benefit purpose of creditors; setoff until such time as the exact amount of damages due to the Authority from the Contractor is determined, seek injunctive relief and/or specific performance and such other equitable remedies that are available, as well as effectuate a termination of this Agreement, which may or (D) shall take could give rise to additional damages. It is expressly understood that the Contractor will remain liable for any action to authorize or effect damages the Authority sustains in excess of any of the actions set forth above in this subsection 3 (iv); orset-off.

Events of Default and Remedies. (a) Any one If an Event of Default is continuing, the Security created by or more of pursuant to this Mortgage immediately shall become enforceable and the following events which Mortgagee, in addition to the remedies afforded to it under the Finance Documents and in accordance with the Finance Documents, shall have occurred and be continuing shall constitute an event of default ("Event of Default"):the right: (i) Default to exercise all of the rights and remedies in foreclosure and otherwise given to Mortgagee by the payment provisions of interest upon this Note, as and when the same shall become due; orlaws of the Republic of Liberia or of any other jurisdiction where the Vessel may be found; (ii) Default to bring suit at law, in equity or in admiralty, as it may elect, to recover judgment for the payment Indebtedness, and collect the same out of any and all property of the principal of Shipowner, whether covered by this Note, as and when the same shall become due; orMortgage or otherwise; (iii) Default to require that all documents and records relating to the Insurance Policies or other insurances in the payment of any other obligation respect of the Company in an amount in excess of $100,000; orMortgaged Property (including details of, and correspondence concerning, any outstanding claim) immediately be delivered to the Mortgagee or its nominee; (iv) The Company shall fail to perform collect, recover, compromise and/or give a good discharge for any moneys or observe claims in respect of the Vessel and to permit any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by brokers through which collection or recovery is effected to charge the Holder to the Company; orusual brokerage for doing so; (v) The Company to settle, refer to arbitration, compromise and/or arrange any claims, accounts, disputes, questions and demands with or by any Person that relate to the Vessel; (vi) without any notice, to take and enter into possession of the Vessel, at any time, wherever the same may be, without legal process and without being responsible for loss or damage, and the Shipowner or other Person in possession upon demand of the Mortgagee immediately shall surrender to the Mortgagee possession of the Vessel and the Mortgagee, without being responsible for loss or damage, may hold, lay up, lease, charter, operate or otherwise use the Vessel for such time and upon such terms as it may deem appropriate, in its sole discretion, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of the Vessel or in respect of any insurance maintained in respect of the Vessel from any Person whomsoever, accounting only for the net profits, if any, arising from such use of the Vessel and charging upon all receipts from the use of the Vessel or from the sale thereof by court proceedings or pursuant to Clause 6(a)(vii), all costs, expenses, charges, damages, or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right given to it in this Mortgage to take the Vessel, the Mortgagee shall have the right to dock the Vessel, for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock the Vessel at any other place at the cost and expense of the Shipowner; (vii) without any notice, to take and enter into possession of the Mortgaged Property, at any time, wherever the same may be, without legal process, and if it seems desirable to the Mortgagee and without being responsible for loss or damage, sell the Mortgaged Property at any place and at such time as the Mortgagee may specify and in such manner and upon such terms and conditions as the Mortgagee may deem advisable, free from any claim by the Shipowner in admiralty, in equity, at law or by any other Legal Requirement, at public or private sale, by sealed bids or otherwise. Any sale may be held at such place and at such time as the Mortgagee may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and, without any notice or publication, the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned, and any sale may be conducted without bringing the Mortgaged Property to the place designated for such sale and in such manner as the Mortgagee in its sole discretion may deem to be appropriate, and the Mortgagee may become the purchaser at any sale. (b) Any sale of the Mortgaged Property pursuant to this Mortgage, whether under the power of sale granted under this Mortgage or any subsidiary (A) judicial proceedings, shall institute operate to divest all right, title and interest of any proceeding nature whatsoever of the Shipowner in the Mortgaged Property and shall bar the Shipowner, its successors and assigns, and all Persons claiming by, through or voluntary case seeking under them. No purchaser shall be bound to adjudicate it bankrupt or insolventinquire whether notice has been given, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under whether any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdefault has occurred, or seeking as to the entry propriety of the sale, or as to the application of the proceeds thereof. In case of any such sale, the Mortgagee, if it is the purchaser, shall be entitled, for the purpose of making settlement or payment for the Mortgaged Property, to use and apply the Indebtedness in order that there may be credited against the amount remaining due and unpaid the sums payable out of the net proceeds of such sale to the Mortgagee after allowing for relief or the costs and expense of sale and other related charges; and thereupon such purchaser shall be credited, on account of such purchase price, with the net proceeds that shall have been so credited upon the Indebtedness. At any such sale, the Mortgagee may bid for and purchase the Mortgaged Property and upon compliance with the terms of sale may hold, retain and dispose of the Mortgaged Property without further accountability therefor. (c) Whenever any right to enter and take possession of the Mortgaged Property accrues to the Mortgagee, it may require the Shipowner to deliver, and the Shipowner on demand and at its own cost and expense shall deliver to the Mortgagee, the Mortgaged Property as demanded. (d) If any legal proceeding shall be taken to enforce any right under this Mortgage, the Mortgagee shall be entitled as a matter of right to the appointment of a receiverreceiver of the Mortgaged Property and of the freights, trusteehire, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its propertyearnings, issues, revenues, income and profits due, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, and arising from the operation of the Vessel. (e) The Shipowner authorizes and empowers the Mortgagee or shall admit its appointee to appear in writing the name of the Shipowner, its inability successors and assigns, in any court of any country or nation of the world where a suit is pending against the Mortgaged Property because of, or on account of, any alleged Security Interest against the Mortgaged Property from which the Mortgaged Property has not been released and to apply its debts generally; (C) shall make a general assignment take such proceedings as the Mortgagee may deem necessary in the defence of such suit and the purchase or discharge of such Security Interest, and all expenditures made or incurred by it for the benefit purpose of creditors; such defense or (D) purchase or discharge shall take any action to authorize or effect any form part of the actions set forth above Senior Debt Obligations. (f) The Mortgagee shall apply any proceeds from time to time held by it and the net proceeds of any collection, recovery, receipt, appropriation, realization or sale with respect to the Vessel or any other Mortgaged Property, in accordance with clause 12.1 of the Intercreditor Agreement. (g) Until the occurrence of an Event of Default that is continuing, the Shipowner, subject to the terms of the Finance Documents, shall: (i) be permitted to retain actual possession and use of the Vessel; and (ii) have the right, from time to time, in accordance with Finance Documents, to dispose of, free from the Security created by or pursuant to this subsection 3 (iv); orMortgage, any boilers, engines, machinery, masts, spars, sails, rigging, boats, anchors, chains, tackle, apparel, furniture, fittings or equipment or any other appurtenances of the Vessel that are no longer useful, necessary, profitable or advantageous in the operation of the Vessel, first or simultaneously replacing the same by new boilers, engines, machinery, masts, spars sails, rigging, boats, anchors, chains, tackle, apparel, furniture, fittings or equipment, or other appurtenances of substantially equal value to the Shipowner, which immediately shall become subject to the Security Interests created pursuant to this Mortgage as a preferred mortgage thereon.

Events of Default and Remedies. 8.1. All Obligations shall be, at your option, immediately due and payable without notice or demand (anotwithstanding any deferred or first installment payments allowed, if any, by any instrument evidencing or relating to the Obligations) Any and any provision of this Agreement or any supplement hereto, as to future loans and advances by you shall, at your option, terminate forthwith, upon the termination or non-renewal of this Agreement or upon the occurrence of any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event Events of Default"): (ia) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company If we shall fail to perform or observe pay to you when due any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder Amounts owing to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts you under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its propertyObligation, or shall consent to breach any of the commencement against it terms, covenants, conditions or provisions of this Agreement, any supplement hereto or any other agreement between you and us or between any other third person or entity and us; (b) if any guarantor, endorser or other person liable on the Obligations shall terminate or breach any of the terms, covenants, conditions or provisions of any guarantee, endorsement or other agreement of such a proceeding or caseperson with, or shall file an answer in favor of, you or any other third person or entity; (c) if any representation, warranty, or statement of fact made to you at any time by us or on our behalf is false or misleading in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceedingmaterial respect; (d) if we, or any guarantor, endorser or other person liable on the Obligations, shall consent become insolvent, fail to meet our or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its their debts as such debts become duethey mature, call a meeting of creditors or shall admit in writing its inability to apply its debts generally; (C) shall have a creditors' committee appointed, make a general an assignment for the benefit of creditors, commence or have commenced against us or them any action or proceeding for relief under any bankruptcy law, or if a judgment is rendered against us or them, or if we or they suspend or discontinue doing business for any reason, or if a receiver, custodian or trustee of any kind is appointed for us or them or any of our or their respective properties; (e) if there shall be a material adverse change in our business, assets or condition (financial or otherwise) from the date hereof; (f) if there is any change in our majority control or majority ownership; or (Dg) if at any time you shall, in your sole discretion, consider the Obligations insecure or any part of the Collateral unsafe, insecure or insufficient and we shall not on your demand furnish other Collateral or make payment on account, satisfactory to you. 8.2. Upon the occurrence of any Event of Default and at any time thereafter, you shall have the right (in addition to any other rights you may have under this Agreement, any supplement hereto or otherwise), without further notice to us, to appropriate, set off and apply to the payment of any or all of the Obligations, any or all Collateral, in each manner as you shall in your sole discretion determine, to enforce payment of any Collateral, to settle, compromise or release in whole or in part, any amounts owing on the Collateral, to prosecute any action, suit or proceeding with respect to the Collateral, to extend the time of payment of any and all Collateral, to make allowances and adjustments with respect thereto, to issue credits in your or our name, to sell, assign and deliver the Collateral (or any part thereof), at public or private sale, at broker's board, for cash, upon credit or otherwise, at your sole option and discretion, and you may bid or become purchaser at any such sale, if public, free from any right of redemption which is hereby expressly waived. 8.3. In the event you seek to take possession of all or any portion of the Collateral by judicial process, we irrevocably waive: (a) the posting of any bond, surety or security with respect thereto which might otherwise be required, (b) any demand for possession prior to the commencement of any suit or action to recover the Collateral, and (c) any requirement that you retain possession and not dispose of any Collateral until after trial or final judgment. 8.4. We agree that the giving of five (5) days notice by you, sent by ordinary mail, postage prepaid, to our address set forth below, designating the place and time of any public sale or of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be deemed to be reasonable notice thereof and we waive any other notice with respect thereto. 8.5. The net cash proceeds resulting from the exercise of any of the foregoing rights or remedies shall be applied by you to the payment of the Obligations in such order as you may elect, and we shall remain liable to you for any deficiency. Without limiting the generality of the foregoing, if you enter into any credit transaction, directly or indirectly, in connection with the disposition of any Collateral, you shall have the option, at any time, in your sole discretion, to reduce the Obligations by the principal amount of such credit transaction or to defer the reduction thereof until actual receipt by you of cash or other immediately available funds in connection therewith. 8.6. The enumeration of the foregoing rights and remedies is not intended to be exclusive, and such rights and remedies are in addition to and not by way of limitation of any other rights or remedies you may have under the UCC or other applicable law. You shall have the right, in your sole discretion, to determine which rights and remedies, and in which order any of the same, are to be exercised, and to determine which Collateral is to be proceeded against and in which order, and the exercise of any right or remedy shall not preclude the exercise of any others, all of which shall be cumulative. 8.7. No act, failure or delay by you shall constitute a waiver of any of your rights and remedies. No single or partial waiver by you of any provision of this Agreement or any supplement hereto, or breach or default thereunder, or of any right or remedy which you may have shall operate as a waiver of any other provision, breach, default, right or remedy or of the same provision, breach, default, right or remedy on a future occasion. 8.8. We waive presentment, notice of dishonor, protest and notice of protest of all instruments included in or evidencing any of the Obligations or the Collateral and any and all notices or demands whatsoever (except as expressly provided herein). You may, at all times, proceed directly against us to enforce payment of the Obligations and shall not be required to take any action of any kind to authorize preserve, collect or effect any of protect your or our rights in the actions set forth above in this subsection 3 (iv); orCollateral.

Events of Default and Remedies. (a) Any one or more Each of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):Default under this Agreement: (i1) Default in Failure by the Borrower to make any payment of interest upon this Notewith respect to the Loan (whether principal, interest, fees, or other amounts) when and as and when the same shall become duebecomes due and payable (whether at maturity, on demand, or otherwise); or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv2) The Company Borrower shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding apply for or voluntary case seeking consent to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of or the taking of possession by a receiver, custodian, trustee, custodian or other similar official for such liquidator of the Company Borrower or any subsidiary of all or for any a substantial part of its property, or shall consent to the commencement against it property of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar officialBorrower; (B) shall admit in writing the inability of the Borrower, or be unable generally unable, to pay its the debts of the Borrower as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditorsthe creditors of the Borrower; (D) commence a voluntary case under the federal bankruptcy law (as now or hereafter in effect); (E) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (F) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against the Borrower in an involuntary case under such federal bankruptcy law; or (DG) shall take any action to authorize or effect for the purpose of effecting any of the actions set forth above foregoing; or (3) A proceeding or case shall be commenced, without the application of the Borrower, in this subsection 3 any court of competent jurisdiction, seeking (ivA) the liquidation, reorganization, dissolution, winding-up, or composition or readjustment of debts of the Borrower; (B) the appointment of a trustee, receiver, custodian, liquidator, or the like of the Borrower or of all or any substantial part of the assets of the Borrower; or (C) similar relief in respect of the Borrower under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition and adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment, or decree approving or ordering any of the foregoing shall be entered and continue in effect, for a period of sixty (60) days from commencement of such proceeding or case or the date of such order, judgment, or decree, or any order for relief against the Borrower shall be entered in an involuntary case or proceeding under the federal bankruptcy law; or (4) Any representation or warranty made by the Borrower in any Credit Document shall be false or misleading in any material respect on the date as of which made (or deemed made); or (5) Any default by the Borrower shall occur in the performance or observance of any term, condition, or provision contained in any Credit Document and not referred to in clauses (1) through (4) above, which default shall continue for thirty (30) days after the Lender gives the Borrower written notice thereof; or (6) Any material provision of any Credit Document shall at any time for any reason cease to be valid and binding in accordance with its terms on the Borrower, or the validity or enforceability thereof shall be contested by the Borrower, or the Borrower shall terminate or repudiate (or attempt to terminate or repudiate) any Credit Document; or (7) Default in the payment of principal of or interest on any other obligation of the Borrower for money borrowed (or any obligation under any conditional sale or other title retention agreement or any obligation secured by purchase money mortgage or deed to secure debt or any obligation under notes payable or drafts accepted representing extensions of credit or on any capitalized lease obligation), or default in the performance of any other agreement, term, or condition contained in any contract under which any such obligation is created, guaranteed, or secured if the effect of such default is to cause such obligation to become due prior to its stated maturity; provided that in each and every case noted above the aggregate then outstanding principal balance of the obligation involved (or all such obligations combined) must equal or exceed $100,000; or (8) Default in the payment of principal of or interest on any obligation of the Borrower for money borrowed from the Lender (other than the Loan) or default in the performance of any other agreement, term, or condition contained in any contract under which any such obligation is created, guaranteed, or secured if the effect of such default is to entitle the Lender to then cause such obligation to become due prior to its stated maturity (the parties intend that a default may constitute an Event of Default under this paragraph (8) even if such default would not constitute an Event of Default under paragraph (7) immediately above); or (9) The dissolution of the Borrower; or (10) Any material adverse change in the Borrower’s financial condition or means or ability to perform under the Credit Documents; or (11) The occurrence of any other event as a result of which the Lender in good faith believes that the prospect of payment in full of the Loan is impaired. (b) Upon the occurrence of an Event of Default, the Lender, at its option, without demand or notice of any kind, may declare the Loan immediately due and payable, whereupon all outstanding principal and accrued interest shall become immediately due and payable. (c) Upon the occurrence of an Event of Default, the Lender, without notice or demand of any kind, may from time to time take whatever action at law or in equity or under the terms of the Credit Documents may appear necessary or desirable to collect the Loan and other amounts payable by the Borrower hereunder then due or thereafter to become due, or to enforce performance and observance of any obligation, agreement, or covenant of the Borrower under the Credit Documents. (d) In the event of a failure of the Borrower to pay any amounts due to the Lender under the Credit Documents within 15 days of the due date thereof, the Lender shall perform its duty under Section 50-23-20 of the Official Code of Georgia Annotated to notify the state treasurer of such failure, and the Lender may apply any funds allotted to the Borrower that are withheld pursuant to Section 50-23-20 of the Official Code of Georgia Annotated to the payment of the overdue amounts under the Credit Documents. (e) Upon the occurrence of an Event of Default, the Lender may, in its discretion, by written notice to the Borrower, terminate its remaining commitment (if any) hereunder to make any further advances of the Loan, whereupon any such commitment shall terminate immediately.

Events of Default and Remedies. (a) Any If any one or more of the following events Events of Default shall occur or shall exist, the Agent may then or at any time thereafter, so long as such default shall continue, foreclose the lien or security interest in the Collateral in any way permitted by law, or upon fifteen (15) days prior written notice to the Company or the Subsidiary, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on credit, as the Agent, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for cash or on credit, as the Agent, in its sole discretion, may elect, and at any such sale, the Agent may bid for and become the purchaser of any or all such Collateral. Pending any such action the Agent may liquidate the Collateral. (b) If any one or more of the Events of Default shall occur or shall exist, the Agents may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Company or the Subsidiary, without affecting the Company’s or the Subsidiary’s liability under this Agreement or the Notes. Each of the Company and the Subsidiary waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper, any of its contract rights or Collateral and any other notices to which the Company or the Subsidiary may be entitled. (c) If any one or more of the Events of Default shall occur or shall exist and be continuing, then in any such event, the Agent shall have occurred such additional rights and be continuing shall constitute an event remedies in respect of default ("Event of Default"):the Collateral or any portion thereof as are provided by the Code and such other rights and remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Company and the Subsidiary expressly waive. (id) Default in The Agent shall apply the payment Proceeds of interest upon this Noteany sale or liquidation of the Collateral, as and when and, subject to Section 5, any Proceeds received by the same shall become due; or (ii) Default in Agent from insurance, first to the payment of the principal of this Notereasonable costs and expenses incurred by the Agent in connection with such sale or collection, as including without limitation reasonable attorneys’ fees and when the same shall become due; or (iii) Default in legal expenses, second to the payment of any other obligation the Notes, pro rata , whether on account of principal or interest or otherwise as the Company Agent, in an amount in excess of $100,000; or (iv) The Company shall fail its sole discretion, may elect, and then to perform or observe any affirmative covenant contained in this Note and such Defaultpay the balance, if capable of being remediedany, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary the Subsidiary or as otherwise required by law. If such Proceeds are insufficient to pay the amounts required by law, the Company shall be liable for any substantial part deficiency. (e) Upon the occurrence of its propertyany Event of Default, the Company or the Subsidiary shall consent promptly upon written demand by the Agent assemble the Equipment, Inventory and Fixtures and make them available to the commencement against it of such Buyers at a proceeding place or case, or shall file an answer in any such case or proceeding commenced against it consenting places to or acquiescing in be designated by the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any Agent The rights of the actions set forth above Agent under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Agent may, at its election, enforce such right by an action in this subsection 3 (iv); orequity for injunctive relief or specific performance, without the requirement of a bond.

Events of Default and Remedies. (a) Any one or more Each of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):Default under this Agreement: (i1) Default in Failure by the Borrower to make any payment of interest upon this Notewith respect to the Loan (whether principal, fees, or other amounts) when and as and when the same shall become duebecomes due and payable (whether at maturity, on demand, or otherwise); or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv2) The Company Borrower shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding apply for or voluntary case seeking consent to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of or the taking of possession by a receiver, custodian, trustee, custodian or other similar official for such liquidator of the Company Borrower or any subsidiary of all or for any a substantial part of its propertythe property of the Borrower, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall admit in writing the inability of the Borrower, or be unable generally unable, to pay its the debts of the Borrower as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or the creditors of the Borrower, (D) shall commence a voluntary case under the Bankruptcy Code (as now or hereafter in effect), (E) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (F) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against the Borrower in an involuntary case under the Bankruptcy Code, or (G) take any action to authorize or effect for the purpose of effecting any of the actions set forth above foregoing; or (3) A proceeding or case shall be commenced, without the application of the Borrower, in this subsection 3 any court of competent jurisdiction, seeking (ivA) the liquidation, reorganization, dissolution, winding-up, or composition or readjustment of debts of the Borrower, (B) the appointment of a trustee, receiver, custodian, liquidator, or the like of the Borrower or of all or any substantial part of the assets of the Borrower, or (C) similar relief in respect of the Borrower under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition and adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment, or decree approving or ordering any of the foregoing shall be entered and continue in effect, for a period of sixty (60) days from commencement of such proceeding or case or the date of such order, judgment, or decree, or any order for relief against the Borrower shall be entered in an involuntary case or proceeding under the Bankruptcy Code; or (4) Any representation or warranty made by the Borrower in any Credit Document shall be false or misleading in any material respect on the date as of which made (or deemed made); or (5) Any default by the Borrower shall occur in the performance or observance of any term, condition, or provision contained in any Credit Document and not referred to in clauses (1) through (4) above, which default shall continue for thirty (30) days after the Lender gives the Borrower written notice thereof; or (6) Any material provision of any Credit Document shall at any time for any reason cease to be valid and binding in accordance with its terms on the Borrower, or the validity or enforceability thereof shall be contested by the Borrower, or the Borrower shall terminate or repudiate (or attempt to terminate or repudiate) any Credit Document; or (7) The occurrence of an event of default under the Lease.

Events of Default and Remedies. (a) Any one or more The occurrence of any of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): " under this Agreement, and the Company shall give the Lender immediate notice thereof: (ia) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation failure of the Company to make any payment of principal or interest under the Note when due, (b) the Company becomes subject to any bankruptcy, insolvency, receivership or debtor relief proceedings and, in an amount in excess the case of $100,000; or any such proceedings initiated against the Company, the same have not been discharged within sixty (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (1060) days after written notice thereof shall have been given by the Holder to the Company; or institution, (vc) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file makes an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; , or admits in writing an inability to pay its debts generally as they become due, (Dd) shall take the Company fails to comply with or perform any action to authorize covenant, agreement or effect condition of this Agreement or any other Loan Document, (e) any statement, representation or warranty in any of the actions set forth above Loan Documents is false, misleading or erroneous in any material respect on the date thereof, and such statement, representation or warranty is not made true and correct (as of the time such corrective action is taken) within the applicable grace period (if any) provided for in such Loan Document, (f) the occurrence of any event or condition deemed to be a default under or as defined in any other Loan Document, or (g) the Company breaches of defaults under any material contract or obligation which has or may reasonably be expected to have a material adverse effect on the business or operations of the Company, including, with limitation, a default by the Company under the Senior Debt; provided, however, the Lender acknowledges that as of the date hereof, the Company is in default under the Senior Debt for failure to timely file the reports listed on Exhibit D. For purposes of this subsection 3 (iv); orAgreement, the term "

Events of Default and Remedies. (a) Any one or more of the The following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):" by the Debtor hereunder: (1) An Event of Default (as defined therein) shall occur under the Note, after giving effect to all notice provisions and cure periods provided for therein; (2) Failure by the Debtor to comply with or perform any provision of this Agreement, PROVIDED, however, that with respect to a failure by the Debtor to comply with any of the provisions of Section 2(c), (e), (i) Default and (j) of this Agreement, such failure is not remedied within thirty (30) days after the Debtor's receipt of written notice of same; (3) Any representation of Debtor set forth herein shall have been false or misleading in the payment of interest upon this Note, as and when the same shall become dueany material respect; or (ii4) Default in the payment Subjection of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above Collateral to levy of execution or other judicial process, which is not released, discharged, dismissed, stayed or fully bonded for a period of thirty (30) days or more after its entry, issue or stay, as the case may be. (b) Upon any default by the Debtor hereunder, the Lenders shall have all the rights, remedies and privileges with respect to repossession, retention and sale of any or all of the Collateral of the Debtor and disposition of the proceeds as are accorded by the applicable sections of the Uniform Commercial Code, as from time to time in effect in the State of New York (the "Uniform Commercial Code"). (c) Upon any default by the Debtor hereunder and upon demand of the Lenders, the Debtor shall assemble the Collateral and make it available to the Lenders at the place and at the time designated in the demand. (d) If the Debtor shall default in the performance of any of the provisions of this subsection 3 (iv); orAgreement on the Debtor's part to be performed, the Lenders may perform same for the Debtor's accounts and any monies expended in so doing shall be chargeable with interest to the Debtor and added to the indebtedness to the Lenders secured hereby.

Events of Default and Remedies. (a) Any one or more If any of the following events which shall have occurred and be continuing shall constitute (each, an event of default ("“Event of Default"): ”) occurs: (a) the outstanding principal amount of the Note is not paid by the Maturity Date, and such default continues unremedied for a period of 10 calendar days; (b) any failure by the Company to perform any of its obligations under this Note or the Security Agreement, and such default continues unremedied for a period of 30 calendar days; or (c) the occurrence of any of the following: (i) Default in the payment making of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; (ii) the filing of any petition or the commencement of any proceeding by or against the Company or any guarantor for any relief under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions, or extensions; (iii) any action initiating the dissolution, liquidation, winding-up or termination of the Company; or (Div) the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for the Company or any guarantor or for any of its property, then: (I) in an Event of Default described in Sections (a) and (b) above, and at any time thereafter during the continuance of such event, the Lender may by notice to the Company declare the principal amount then outstanding under this Note to be forthwith due and payable in whole or in part, whereupon the principal amount so declared to be due and payable shall take become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein to the contrary notwithstanding; and (II) in any event with respect to an Event of Default described in Section (c) above, the principal amount of the Note then outstanding and all other liabilities of the Company accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein to the contrary notwithstanding. If any action or proceeding is brought by the Lender to authorize collect or effect enforce payment of this Note, then the Company shall pay to the Lender any of the actions set forth above reasonable attorneys’ fees and other reasonable costs and expenses incurred in this subsection 3 (iv); orconnection with such collection or enforcement.

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (viv) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); or (v) Any proceeding shall be instituted against the Company seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the Company or for any substantial part of its property, and either such proceeding shall not have been dismissed or shall not have been stayed for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of any order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur; or (vi) One or more final judgments or orders for the payment of money in excess of $250,000 in the aggregate shall be rendered against the Company, and either (A) enforcement proceedings shall have been commenced by any creditor upon any such judgment or order, or (B) there shall be any period of thirty (30) days during which enforcement of any such judgment or order shall not be discharged, stayed or fully satisfied. (b) If an Event of Default described above has occurred, then the Holder may, without further notice to the Company, declare the principal amount of this Note at the time outstanding, together with accrued unpaid interest thereon, and all other amounts payable under this Note to be forthwith due and payable, whereupon such principal, interest and all such amounts shall become and be forthwith due and payable. (c) The Company covenants that in case the principal of, and accrued interest on, the Note becomes due and payable by declaration or otherwise, then the Company will pay in cash to the Holder of this Note, the whole amount that then shall have become due and payable on this Note for principal or interest, as the case may be, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable fees and disbursements of the Holder's legal counsel. In case the Company shall fail forthwith to pay such amount, the Holder may commence an action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree against Company or other obligor upon this Note, wherever situated, the monies adjudicated or decreed to be payable.

Events of Default and Remedies. (a) Any If any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event Events of Default"):) shall occur and be continuing, the entire unpaid balance of the principal of and interest on the Note outstanding and all other obligations of the Borrower to the Lender arising hereunder and under the Note or Security Agreement shall immediately become due and payable upon written notice to that effect given to the Borrower by the Lender without presentment or demand for payment, notice of non-payment, protest or further notice or demand of any kind, all of which are expressly waived by the Borrower; provided, however, that if an Event of Default specified in paragraph (d) below shall occur, the principal of and interest on all Reimbursement Obligations and the Note, together with all other amounts payable hereunder shall become immediately due and payable without any action on the part of the Lender and without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower: (ia) Default Failure to make any payment of principal or interest upon any Reimbursement Obligations or the Note or any other amount due hereunder or under any other documents hereunder; or (b) Failure to perform or observe any of the terms, covenants, conditions, or agreements contained in the payment Warrant Agreement, the Investors' Rights Agreement, the Security Agreement, the Guaranty, the Stock Pledge Agreement, or this Agreement, which failure shall remain unremedied for a period of interest upon this Notetwenty (20) days; or (c) Any representation or warranty made by the Borrower in connection with any of the documents hereunder shall have been false or misleading in any material respect when made or delivered; or (d) The Borrower shall make an assignment for the benefit of creditors, file a petition in bankruptcy, be adjudicated insolvent, petition or apply to any tribunal for the appointment of a receiver, custodian, or any trustee for it or a substantial part of its assets, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or such party shall take any action to authorize any of the foregoing actions; or there shall have been filed any such petition or application, or any such proceeding shall have been commenced against it, which remains undismissed for a period of forty-five (45) days or more; or any order for relief shall be entered in any such proceeding; or such party by any act or emission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or the appointment of a custodian, receiver or any trustee for it or any substantial part of any of its properties, or shall suffer any custodianship, receivership or trusteeship to continue undischarged for a period of forty-five (45) days or more; or such party shall generally not pay its debts as and when the same shall they become due; or (iie) Default Any note or security agreement shall fail to be in the payment of the principal of this Note, as full force and when the same shall become dueeffect for any reason other than termination by satisfaction or forgiveness thereof; or (iiif) Default in the The Borrower shall, with respect to any of its indebtedness fail to make any payment of principal or premium or interest when due (whether at stated maturity, by acceleration, by required prepayment, on demand or otherwise) after giving effect to any applicable grace period, or shall fail to observe or perform any covenant or agreement contained in any agreement or instrument relating to such indebtedness within any applicable grace period, or any other obligation event shall occur, if the effect of such failure or other event is to accelerate, or to permit the Company in an amount in excess holder of $100,000such indebtedness to accelerate, the maturity of such indebtedness; or (ivg) The Company shall fail to perform or observe any affirmative covenant contained in Since the date of the closing of this Note and such DefaultAgreement, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof there shall have been given by occurred any condition or event which the Holder Lender reasonably determines has or is likely to have a material adverse effect on the Company; orBorrower. (vh) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition An event of it or its debts default under any law relating to bankruptcy, insolvency other note or reorganization agreement between the parties hereto not timely cured as provided in such note or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); oragreement.

Events of Default and Remedies. (a) Any If any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event Events of Default"):) shall occur: (ia) Default Debtor shall fail to make any payment in respect of the payment Liabilities within seven (7) days of interest upon this Note, as and when the same shall become due; or (iib) Default in the payment any certification, statement, representation, warranty or financial report or statement heretofore or hereafter furnished by or on behalf of Debtor or any guarantor of any or all of the principal Liabilities proves to have been false in any material respect at the time as of this Note, as and when which the same shall become duefacts therein set forth were stated or certified or has omitted any material contingent or unliquidated liability or claim against Debtor or any such guarantor; or (iiic) Default in the payment Debtor or any guarantor of any other obligation or all of the Company in an amount in excess of $100,000; or (iv) The Company Liabilities shall fail to perform or observe any affirmative covenant contained in this Note covenant, condition or agreement to be performed or observed by it hereunder or under any guaranty agreement and such Default, if capable of being remedied, shall not have been remedied ten failure continues for fifteen (1015) days after written from the date Secured Party gives Debtor notice thereof shall have been given by the Holder to the Companyof such failure; or (vd) The Company Debtor or any subsidiary (A) guarantor of any or all of the Liabilities shall institute be in breach of or in default in the payment and performance of any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law obligation relating to bankruptcy, insolvency any of the Other Liabilities; or (e) Debtor or reorganization or relief of debtors, or seeking the entry any guarantor of any order of Debtor's obligations hereunder shall be in breach of or in default in the payment or performance of any material obligation owing to any bank, lender, lessor or financial institution, howsoever arising, present or future, contracted for relief or the appointment of a receiveracquired, trusteeand whether joint, custodian several, absolute, contingent, secured, unsecured, matured or other similar official for such the Company unmatured (it is understood and agreed that obligations to pay money and compliance with financial covenants constitute material obligations); or (f) Debtor or any subsidiary guarantor of any or all of the Liabilities shall cease doing business as a going concern, make an assignment for any substantial part the benefit of its propertycreditors, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply pay its debts generally; as they become due, file a petition commencing a voluntary case under any chapter of Title 11 of the United States Code entitled "Bankruptcy" (C) shall make the "Bankruptcy Code"), be adjudicated as insolvent, file a general assignment petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law, rule or regulation or file an answer admitting the benefit material allegations of creditors; a petition filed against it in any such proceeding, consent to the filing of such a petition or (D) shall acquiescence in the appointment of a trustee, receiver or liquidator of it or of all or any part of its assets or properties, or take any action looking to authorize its dissolution or liquidation; or (g) an order for relief against Debtor or any guarantor of any or all of the Liabilities shall have been entered under any chapter of the Bankruptcy Code or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Debtor or any guarantor of any or all of the Liabilities under any present or future statute, law, rule or regulation, or within forty five (45) days after the appointment without Debtor's or such guarantor's consent or acquiescence of any trustee, receiver or liquidator of it or such guarantor or of all or any part of its or such guarantor's assets and properties, such appointment shall not be vacated, or an order, judgment or decree shall be entered against Debtor or such guarantor by a court of competent jurisdiction and shall continue in effect for any period of twenty (20) consecutive days without a stay of execution, or any execution or writ or process shall be issued under any action or proceeding against Debtor whereby the Equipment or its use may be taken or restrained; or (h) Debtor shall fail to have and maintain unrestricted cash or cash equivalents ( as those terms are used in accordance with generally accepted accounting principles) of at least $10,000,000.00 at all times during the Term of all Loan Schedules; then and in any such event, Secured Party may, at the sole discretion of Secured Party, without notice or demand and without limitation of any rights and remedies of Secured Party under the Uniform Commercial Code, take any one or more of the following steps: (1) declare all of the Time Balance to be due and payable, whereupon the same shall forthwith mature and become due and payable as provided for in paragraph 16 below, provided, however, upon the occurrence of any of the actions events specified in subparagraphs (f) and (g) above, all sums as specified in this clause (1) shall immediately be due and payable without notice to Debtor (the date on which Secured Party declares all of the Time Balance to be due and payable is hereinafter referred to as the "Declaration Date"); (2) proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any agreement contained herein, or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any other right, power or remedy granted hereby or by law, equity or otherwise; and (3) at any time and from time to time, with or without judicial process and with or without the aid or assistance of others, enter upon any premises wherein any of the Equipment may be located and, without resistance or interference by Debtor, take possession of the Equipment on any such premises, and require Debtor to assemble and make available to Secured Party at the expense of Debtor any part or all of the Equipment at any place or time designated by Secured Party; and remove any part or all of the Equipment from any premises wherein the same may be located for the purpose of effecting the sale or other disposition thereof; and sell, resell, lease, assign and deliver, grant options for or otherwise dispose of any or all of the Equipment in its then condition or following any commercially reasonable preparation or processing, at public or private sale or proceedings, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Equipment at the place of sale or other disposition (provided that Secured Party shall not prevent the prospective purchaser from inspecting the Equipment prior to such sale), for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such persons, firms or corporations as Secured Party shall deem best, all without demand for performance or any notice or advertisement whatsoever, except that Debtor shall be given ten (10) business days' written notice of the place and time of any public sale or of the time after which any private sale or other intended disposition is to be made, which notice Debtor hereby agrees shall be deemed reasonable notice thereof. If any of the Equipment is sold by Secured Party upon credit or for future delivery, Secured Party shall not be liable for the failure of the purchaser to pay for same and in such event Secured Party may resell such Equipment. Secured Party may buy any part or all of the Equipment at any public sale and if any part or all of the Equipment is of a type customarily sold in a recognized market or which is the subject of widely distributed standard price quotations Secured Party may buy at private sale and may make payment therefor by application of all or a part of the Liabilities and of all or a part of any Other Liabilities. Any personalty in or attached to the Equipment when repossessed may be held by Secured Party without any liability arising with respect thereto, and any and all claims in connection with such personalty shall be deemed to have been waived unless notice of such claim is made by certified or registered mail upon Secured Party within three business days after repossession. Secured Party shall apply the cash proceeds from any sale or other disposition of the Equipment first, to the reasonable expenses of re-taking, holding, preparing for sale, selling, leasing and the like, and to reasonable attorneys' fees and other expenses which are to be paid or reimbursed to Secured Party pursuant hereto, and second, to all outstanding portions of the Liabilities and to any Other Liabilities in such order as Secured Party may elect, and third, any surplus to Debtor, subject to any duty of Secured Party imposed by law to the holder of any subordinate security interest in the Equipment known to Secured Party; provided however, that Debtor shall remain liable with respect to unpaid portions of the Liabilities owing by it and will pay Secured Party on demand any deficiency remaining with interest as provided for in paragraph 16 below. (4) Within 10 days after the end of each calendar month, Debtor's chief Financial Officer or other authorized officer having knowledge, shall provide Secured Party with a written statement setting forth Debtor's unrestricted cash/cash equivalent balance as at the end of such calendar month. In the event that Debtor fails to be in compliance with provision (h) set forth above hereinabove, Debtor must cure the Event of Default resulting from such failure by delivering to Secured Party no later than forty (40) days following the end of the calendar month to which such failure applies, a letter of credit in this subsection 3 an amount equal to the then present value all remaining payments due under the Agreement, computed using a discount rate equal to the Make Whole Rate as defined below, which letter of credit shall be substantially in the form annexed hereto as exhibit 1, and issued by a bank acceptable to Secured Party (ivthe "LC"); or. It shall be an Event of Default under the Agreement if Debtor, at any time prior to the end of the term of the Agreement, the LC is not in full force and effect or Secured Party receives notice that the LC will not be replaced or renewed

Events of Default and Remedies. The occurrence of any one of the following shall constitute an Event of Default hereunder: (a) Any one Medical Center fails to pay any installment of semi-monthly procedure payments when due when such default continues for a period of thirty (30) days after notice thereof from GKF or more its assignee is given to Medical Center, unless Medical Center disputes the installment payment, such as, without limitation, an incomplete procedure due to faulty Equipment. (b) Medical Center attempts to remove, sell, transfer, encumber, sublet or part with possession of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):Equipment or any items thereof, except as expressly permitted herein; (ic) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company Either party shall fail to observe or perform any of the other obligations required to be observed or observe any affirmative covenant contained in this Note performed by such party hereunder and such Default, if capable of being remedied, failure shall not have been remedied ten continue uncured for twenty (1020) days after written notice thereof shall have been given to the defaulting party by the Holder to the Company; orother party; (vd) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventEither party ceases doing business as a going concern, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file makes an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; , admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or (D) an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or it or its shareholders shall take any action looking to authorize its dissolution or effect liquidation. (e) Within sixty (60) days after the commencement of any proceedings against either party seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment without such party's consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated. (f) Upon the occurrence of an Event of Default by Medical Center, GKF may at its option do any or all of the actions set forth above following: (i) by notice to Medical Center, terminate this Agreement as to the Equipment in default, wherever situated, and for such purposes, enter upon the Site without liability for so doing or GKF may cause Medical Center and Medical Center hereby agrees to return the Equipment to GKF at Medical Center's sole cost and expense; (ii) recover from, as liquidated damages for the loss of the bargain and not as a penalty, an amount equal to the present value of the unpaid estimated future lease payments by Medical Center to GKF through the end of the Agreement term discounted at the rate of nine percent (9%), which payment shall become immediately due and payable. Unpaid estimated future lease payments shall be based on the prior 12 months lease payments with an annual five (5%) percent increase; (iii) sell, dispose of, hold, use or lease the Equipment in default, as GKF in its sole discretion may determine (and GKF shall not be obligated to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar Equipment owned or leased by GKF). In any event, Medical Center shall, without further demand, pay to GKF an amount equal to all sums due and payable for all periods up to and including the date on which GKF had declared this subsection 3 Agreement to be in default. (ivg) In the event, that Medical Center shall have paid to GKF the liquidated damages referred to in (iii) above, GKF hereby agrees to pay to Medical Center promptly after receipt thereof, all rentals or proceeds received from the reletting or sale of the Equipment during the balance of the ten (10) year initial Term (after deduction of all expenses incurred by GKF; said amount never to exceed the amount of the liquidated damages paid by Medical Center); or. Medical Center agrees that GKF shall have no obligation to sell the Equipment. GKF shall use its best efforts to immediately release the Equipment under reasonable terms and conditions and to provide Medical Center evidence thereof. Medical Center shall in any event remain fully liable for reasonable damages as provided by law for all costs and expenses incurred by GKF on account of such default, including but not limited to, all court costs and reasonable attorneys' fees. Medical Center hereby agrees that, in any event, it shall be liable for any deficiency after any sale, lease or other disposition of the Equipment by GKF. The rights afforded GKF hereunder shall not be deemed to be exclusive, but shall be in addition to any other rights or remedies provided by law. (h) Upon occurrence of an Event of Default by GKF, the Medical Center shall be entitled to liquidated damages for losses of the bargain and not as a penalty in an amount equal to the cost of the leasehold provided by the Medical Center. GKF shall remain fully liable for reasonable damages as provided by law for all costs and expenses incurred by the Medical Center on account of such default, including but not limited, to all court costs and reasonable attorneys' fees. The rights afforded the Medical Center hereunder shall not be deemed to be exclusive, but shall be in addition to any other rights or remedies provided by law.

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000500,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); or

Events of Default and Remedies. (a) Any If one or more of ------------------------------ the following events which shall have occurred and be continuing shall constitute an event of default (herein called "Event Events of Default"):) shall ----------------- occur and be continuing: (ia) Default The Company shall default in the payment when due of any principal of or interest upon this Noteon any Loan, as and when the same shall become dueany Reimbursement Obligation or any other amount payable by it hereunder; or (iib) Default Any Obligor shall default in the payment when due of any principal of or interest on any of its or their other Indebtedness in the aggregate outstanding principal amount of $5,000,000 (in the case of the Company, $500,000) or more for such Obligor or Obligors; or any event specified in any note, agreement, indenture or other document evidencing or relating to any other Indebtedness of any Obligor or Obligors in the aggregate outstanding principal amount of this Note$5,000,000 (in the case of the Company, as and when $500,000) or more for such Obligor or Obligors shall occur if the same shall effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due, or to be prepaid in full (whether by redemption, purchase or otherwise), prior to its stated maturity; or (iiic) Default Any representation, warranty or certification made or deemed made herein (or in any modification or supplement hereto) by the payment of Company, or any other obligation certificate furnished to the Bank pursuant to the provisions hereof (or thereof), shall prove to have been false or misleading as of the time made or furnished in any material respect and, unless the Bank reasonably determines that circumstances rendering such representation, warranty certification or certificate false or misleading are not reasonably susceptible of remedy within 15 days after notice thereof, such circumstances shall continue unremedied for a period of 15 days after notice thereof to the Company in an amount in excess of $100,000by the Bank; or (ivd) The Company shall fail to perform default in the performance of any of its obligations under Section 8.01(h) hereof; or observe the Company shall default in the performance of any affirmative covenant contained of its other obligations in this Note Agreement or the other Credit Documents and such Default, if capable default shall continue unremedied for a period of being remedied, shall not have been remedied ten (10) 15 days after written notice thereof shall have been given to the Company by the Holder to the CompanyBank; or (ve) The Company or any subsidiary (A) Any Obligor shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventadmit in writing its inability to, or seeking dissolutionbe generally unable to, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due; or (f) Any Obligor shall (i) apply for or consent to the appointment of, or shall admit in writing the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its inability to apply its debts generally; property, (Cii) shall make a general assignment for the benefit of its creditors; , (iii) commence a voluntary case under any applicable bankruptcy law, (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under any applicable bankruptcy law, or (Dvi) shall take any corporate action to authorize or effect for the purpose of effecting any of the actions set forth above foregoing; or (g) A proceeding or case shall be commenced, without the application or consent of any Obligor, in this subsection 3 any court of competent jurisdiction, seeking (ivi) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Company of all or any substantial part of its assets, or (iii) similar relief in respect of the Company under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 or more days; or an order for relief against such Obligor shall be entered in an involuntary case under any applicable bankruptcy law; or (h) A final judgment or a series of related final judgments for the payment of money in excess of $250,000 in the aggregate (net of related insurance proceeds) shall be rendered by a court or courts against the Company and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Company shall not, within said period of 30 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; (i) An event or condition specified in Section 8.01(g) hereof shall occur or exist with respect to any Plan or Multiemployer Plan and, as a result of such event or condition, together with all other such events or conditions, the Company or any of its ERISA Affiliates shall incur a liability to a Plan, a Multiemployer Plan or PBGC (or any combination of the foregoing) in excess of $250,000 in the aggregate for the Company and all ERISA Affiliates; or (j) Any of the Security Documents shall cease to be in full force and effect, or shall cease in any material respect to grant to the Bank the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, a perfected security interest in, and Lien on, all of the collateral subject thereto superior and prior to the rights of all third Persons and subject to no other Liens (except to the extent expressly permitted herein or therein)); or (k) The AT Credit shall cease to be in full force and effect, or shall cease in any material respect to grant to the Bank the rights, powers and privileges purported to be created thereby; or (l) AT shall default in the performance of any of its obligations under any of the covenants set forth in the AT Facility Agreement, including those obligations provided for in Sections 9.01, 9.02 and 9.03 thereof, irrespective of whether the holder or holders of the related Indebtedness (or a trustee or agent on behalf of such holder or holders) shall provide notice to AT or otherwise of any such event of default (for purposes of this Section 9, the provisions of the AT Facility Agreement shall be applied as originally set forth therein, notwithstanding as any such provision may be amended, supplemented or otherwise modified).

Events of Default and Remedies. (a) Any Notwithstanding any cure periods described below, the Company shall immediately notify Holder in writing when the Company obtains knowledge of the occurrence of any default specified below. Regardless of whether the Company has given the required notice, the occurrence of one or more of the following events which shall have occurred and be continuing shall will constitute an event of default ("“Event of Default"):” under this Subordinated Note: (i) Default in the payment Company fails to pay any principal of or installment of interest upon on this Note, as and Subordinated Note when the same shall become due; ordue after a 15-day grace period; (ii) Default the Company fails to keep or perform any of its agreements, undertakings, obligations, covenants or conditions under the Purchase Agreement or this Subordinated Note not expressly referred to in the payment of the principal another clause of this Note, as Section 8 and when such failure continues for a period of thirty (30) days after the same shall become due; orCompany has received written notice thereof; (iii) Default any certification made pursuant to the Purchase Agreement by the Company or otherwise made in writing in connection with or as contemplated by the payment Purchase Agreement or this Subordinated Note by the Company shall be materially incorrect or false as of the delivery date of such certification, or any other obligation representation to Holder by the Company as to the financial condition or credit standing of the Company in an amount in excess of $100,000; oris or proves to be false or misleading; (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable the dissolution of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or; (v) The any order or decree is entered by any court of competent jurisdiction directly or indirectly enjoining or prohibiting Holder or the Company from performing any of their obligations under the Purchase Agreement or any subsidiary this Subordinated Note, and such order or decree is not vacated, and the proceedings out of which such order or decree arose are not dismissed, within sixty (A60) shall institute any proceeding days after the granting of such decree or voluntary case seeking order; (vi) the Company (a) becomes insolvent or is unable to adjudicate it bankrupt or insolventpay its debts as they mature, (b) makes an assignment for the benefit of creditors, (c) admits in writing its inability to pay its debts as they mature, or seeking dissolution(d) ceases to be a bank holding company or financial holding company under the Bank Holding Company Act of 1956, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief as amended; (vii) a court or composition of it other governmental agency or its debts under any law relating to bankruptcy, insolvency body having jurisdiction on the premises shall enter a decree or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trusteeliquidator, custodian trustee or other similar official for such in any liquidation, insolvency or similar proceeding with respect to the Company or any subsidiary all or for any substantial part substantially all of its propertythe property of the Company or of the winding up of the affairs or business of the Company, and within sixty (60) days after the entry of such order or such appointment, such order or appointment is not vacated or stayed on appeal or otherwise, or shall consent not otherwise have ceased to continue in effect; or (viii) the commencement against it of such a proceeding or caseCompany applies for, or shall file an answer in any such case or proceeding commenced against it consenting consents to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce acquiesces in the appointment of such a receiver, trustee, custodian receiver or similar official; (B) shall be unable to pay its debts as such debts become dueconservator for itself, or shall admit in writing its inability to apply its debts generally; (C) shall make the absence of such application, consent or acquiescence, a general assignment receiver or conservator is appointed for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); orCompany.

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default in the payment of the principal or accrued interest on this Note or upon this Noteany other indebtedness of the Company after the date hereof that is greater than $100,000, as and when the same shall become due, whether by default or otherwise, which Default shall have continued for a period of five (5) business days; or (ii) Default Any representation or warranty made by the Company or any officer of the Company in the payment of Notes, or in any agreement, report, certificate or other document delivered to the principal of this Note, as and Holder pursuant to the Notes shall have been incorrect in any material respect when made which shall not have been remedied ten (10) days after written notice thereof shall have been given by the same shall become dueHolder; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in Section 4 of this Note or any of the Notes and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the CompanyHolder; or (viv) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv5(a)(iv); or (v) Any proceeding shall be instituted against the Company seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the Company or for any substantial part of its property, and either such proceeding shall not have been dismissed or shall not have been stayed for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of any order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur; or (vi) One or more final judgments, arbitration awards or orders for the payment of money in excess of $100,000 in the aggregate shall be rendered against the Company, which judgment remains unsatisfied for thirty (30) days after the date of such entry. (vii) Delisting of the Common Stock from the principal market or exchange on which the Common Stock is listed for trading; Company's failure to comply with the conditions for listing; or notification that the Company is not in compliance with the conditions for such continued listing. (viii) The issuance of an SEC stop trade order or an order suspending trading of the Common Stock from the principal market or exchange on which the Common Stock is listed for trading for longer than five (5) trading days. (ix) The failure by the Company to issue shares of Common Stock to the Holder upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, or the failure to transfer or cause its transfer agent to transfer (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or the failure to remove any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, and any such failure shall continue uncured for ten (10) days after the Company shall have been notified thereof in writing by the Holder; (x) The failure by the Company to file the Registration Statement on or about February 15, 2005, or obtain effectiveness with the Securities and Exchange Commission of the Registration Statement within 120 days from that date or such Registration Statement lapses in effect (or sales cannot otherwise be made there under effective, whether by reason of the Company's failure to amend or supplement the prospectus included therein) for more than thirty (30) consecutive days after the Registration Statement becomes effective which shall include Common Stock into which this Note may be converted; or (xi) The Company shall encumber or hypothecate the collateral subject to the Security Agreement to any party; (xii) A default by the Company of a material term, covenant, warranty or undertaking of any other agreement to which the Company and Holder are parties, or the occurrence of an event of default under any such other agreement; or (xiii) A default by the Company under its license agreement with Biowell Technology, Inc. (b) In the event of and immediately upon the occurrence of an Event of Default, the Note shall become immediately due and payable without any action by the Holder and the Note shall bear interest until paid at the rate of 12% per annum or such amount as shall be allowed by law (the "Default Interest Rate"). If an Event of Default occurs and is continuing, Holder may pursue any available remedy to collect the payment of all amounts due under the Note or to enforce the performance of any provision of the Note. No waiver of any default under the Note shall be construed as a waiver of any subsequent default, and the failure to exercise any right or remedy thereunder shall not waive the right to exercise such right or remedy thereafter. (c) The Company covenants that in case the principal of, and accrued interest on, the Note becomes due and payable by declaration or otherwise, then the Company will pay in cash to the Holder of this Note, the whole amount that then shall have become due and payable on this Note for principal or interest, as the case may be, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable fees and disbursements of the Holder's legal counsel. In case the Company shall fail forthwith to pay such amount, the Holder may commence an action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree against Company or other obligor upon this Note, wherever situated, the monies adjudicated or decreed to be payable. (d) The Company agrees that it shall give notice to the Holder at its registered address by facsimile, confirmed by certified mail, of the occurrence of any Event of Default within ten (10) days after such Event of Default shall have occurred.

Events of Default and Remedies. (a) Any Each and every one or more of the following events or conditions shall, for the purposes of this Agreement, constitute an Event of Default and any event or circumstance that exists which, with the giving of notice, the passage of time or both, would constitute an Event of Default, shall constitute a Default hereunder: (i) any failure by Pledgor and/or Principal to perform their covenants and obligations in this Agreement or the Promissory Note; (ii) the Principal or Pledgor fails to make any payment of any amount forming part of the Obligations, as required under any agreement made with the Pledgee; (iii) proceedings are taken to enforce any encumbrance on any of the property or assets of Pledgor or the Principal; (iv) The Principal and/or Pledgor is adjudged bankrupt or becomes insolvent, a petition in bankruptcy receiving order is filed or made against the Principal and/or Pledgor, or proceedings of any type are instituted in any jurisdiction in respect of the alleged insolvency or bankruptcy of the Principal and/or Pledgor; (v) the Principal and/or Pledgor default in payment or in the observance or performance of its obligations or liabilities to third parties who, as a result of such default, may acquire the right to take proceedings against the Principal and/or Pledgor or the collateral in which the Pledgee has in interest which might adversely affect the security of the Pledgee or its ability to recover payment of the Obligations; (vi) the Principal and/or Pledgor sells, attempts to sell, parts with possession of or abandons any material part of the collateral in which the Pledgee has an interest, or commits or threatens to commit any act of bankruptcy, or the Pledgee deems the collateral in which it has an interest is in danger of being sold; and/or (vii) a material loss, theft, damage, destruction or encumbrance to or of any of the collateral in which the Pledgee has an interest or the making of any levy, seizure or attachment in relation to any of it. (b) During the period during which a Default or an Event of Default shall have occurred and be continuing shall constitute an event of default ("Event of Default"):continuing: (i) Default the Pledgee shall have all of the rights and remedies with respect to the Pledged Collateral of a secured party under the PPSA (whether or not said PPSA is in effect in the payment of interest upon this Note, as jurisdiction where the rights and when remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the same shall become due; orlaws in effect in any jurisdiction where any rights and remedies hereunder may be asserted; (ii) Default the Pledgee in its discretion may, in its name or in the payment name of Pledgor or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the principal of this Note, as and when the same shall become due; orPledged Collateral; (iii) Default in the payment Pledgee may, upon prior written notice to Pledgor of the time and place, with respect to the Pledged Collateral or any part thereof that shall then be or shall thereafter come into the possession, custody or control of the Pledgee or any of its assignees, sell, assign or otherwise dispose of all or any part of such Pledged Collateral, at such place or places as the Pledgee deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Pledgee, its assignees hereunder or anyone else may be the purchaser, assignee or recipient of any other obligation or all of the Company in an amount in excess Pledged Collateral so disposed of $100,000at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of Pledgor, any such demand, notice and right or equity being hereby expressly waived and released. The Pledgee may, without notice or publication, 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 the sale, and such sale may be made at any time or place to which the sale may be so adjourned; orand (iv) the Pledgee may directly or indirectly acquire or retain the Pledged Collateral as permitted by applicable laws; (c) The Company records of the Pledgee as to the occurrence and continuation of a Default or an Event of Default shall fail be prima facie evidence of such Default or Event of Default; (d) The Pledgee shall not be bound under any circumstances to perform realize upon any Pledged Collateral or observe allow any affirmative covenant contained in this Note Pledged Collateral to be sold, and shall not be responsible for any loss occasioned by any sale or by the retention of or refusal to sell Pledged Collateral; nor shall the Pledgee be obliged to collect or see to the payment of interest, distributions or dividends thereon; (e) The proceeds of any sale or disposition of the Pledged Collateral by the Pledgee may be applied upon such part of the Obligations, direct or indirect, as the Pledgee may see fit; (f) After the occurrence and during the continuance of a Default or an Event of Default, if capable the Pledgee may transfer all or any of being remediedthe Pledged Collateral and may fill in all blanks in any transfers of stocks or certificates or any power of attorney or other documents delivered to it, shall not have been remedied ten and the Pledgee may delegate its powers and any subdelegate of the powers hereby given may exercise the same in the name and on behalf of Pxxxxxx; (10g) days after written notice thereof shall have been given At the request of the Pledgee, Pledgor will, at its own expense, execute all such transfers and documents as may be reasonably required, with all such powers of sale and other necessary powers as may be expedient for vesting in the Pledgee, or such person or nominee as it may appoint, all and every Pledged Collateral; and (h) All reasonable costs and charges incurred by the Holder Pledgee with reference to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief Pledged Collateral or the appointment realization thereof (including all reasonable legal costs on the basis as between a solicitor and his own client and court costs paid and also including expenses of a receivertaking possession of, trustee, custodian or other similar official for such the Company or protecting and realizing upon any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing property comprised in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (BPledged Collateral) shall be unable added to pay its debts as the Obligations and shall be a first charge and security interest upon the monies received. Pledgor recognizes that, by reason of certain prohibitions contained in applicable securities laws, the Pledgee may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such debts become dueprivate sales may be at prices and on terms less favourable to the Pledgee than those obtainable through a public sale without such restrictions, or and, notwithstanding such circumstances, agrees that any such private sale shall admit be deemed to have been made in writing its inability a commercially reasonable manner and that the Pledgee shall have no obligation to apply its debts generally; (C) shall make a general assignment engage in public sales, no obligation to ensure that the purchase price for the benefit Pledged Collateral is the equal to the fair market value thereof and no obligation to delay the sale of creditors; or (D) shall take any action to authorize or effect Pledged Collateral for any period of the actions set forth above in this subsection 3 (iv); ortime.

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing occurrences or acts shall constitute an event of default ("Event of Default"):Default under this Lease: (i) Default if Lessee shall fail to keep in full force and effect the payment of interest upon this Note, as and when the same shall become dueinsurance coverage required to be maintained by Lessee hereunder from Lessor; or (ii) Default if Lessee shall default in the making payment of the principal any Basic Rent or Additional Rent and such failure shall continue for ten Business Days after receipt of this Note, as and when the same shall become duewritten notice of such failure from Lessor; or (iii) Default if Lessee shall default in the payment performance of any other material covenant, agreement or obligation on the part of Lessee to be performed under this Lease and such default shall continue for 30 days after Lessee’s receipt of written notice thereof from Lessor; provided, however, that in the Company in case of a default which can with reasonable diligence be remedied by Lessee, if Lessee shall commence within such 30 days after its receipt of such written notice to remedy the default and thereafter shall prosecute such remedy with all reasonable diligence, the period of time within which to remedy the default shall be extended for such period as may be reasonable to remedy the same with reasonable diligence not to exceed an amount in excess extension of $100,000ninety (90) days; or (iv) The Company if Lessee shall fail to perform vacate or observe any affirmative covenant contained abandon the Premises, provided a temporary decrease in this Note and such Default, if capable the number of being remedied, inmates shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder be deemed to the Companybe a vacation or abandonment so long as Lessee is actively seeking inmates; or (v) The Company if Lessee shall file a petition in bankruptcy, reorganization or any subsidiary arrangement pursuant to the Bankruptcy Code, or shall be adjudicated a bankrupt, make an assignment for the benefit of its creditors, admit in writing its inability to pay its debts generally as they become due, be dissolved, or suspend payment of its obligations; or (vi) if a petition or answer shall be filed proposing the adjudication of Lessee as a bankrupt or its reorganization pursuant to the Bankruptcy Code, and (A) Lessee shall institute any proceeding or voluntary case seeking consent to adjudicate it bankrupt or insolventsuch filing, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief (B) such petition or composition of it answer shall not be discharged or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of denied within 60 days after such filing; or (vii) if a receiver, trusteetrustee or liquidator (or similar official) shall be appointed for or take possession or charge of Lessee, custodian of Lessee’s estate or other similar official for such interest in the Company or any subsidiary or for any substantial part of its propertyPremises, and shall not be discharged within 60 days, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or if Lessee shall consent to or acquiesce in such appointment. (b) At any time after the appointment occurrence of an Event of Default by Lessee, Lessor shall be entitled to exercise any and all rights and remedies available to it at law or in equity, provided, Lessor shall only be entitled to terminate this Lease as a result of a default by the Lessee in the case of a default which: (1) continues undisputed for thirty (30) days after Lessee’s receipt of a written notice thereof from Lessor; provided, however, that in the case of a default which can with reasonable diligence be remedied by Lessee, if Lessee shall commence within such thirty (30) days after its receipt of such a receiverwritten notice to remedy the default and thereafter shall prosecute such remedy with all reasonable diligence until the cure of same, trustee, custodian or similar official; (B) the period of time within which to remedy such default shall be unable extended for such period as may be reasonably necessary to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for remedy the benefit of creditorssame; or (D2) shall take any is disputed in writing by Lessee within thirty (30) days after its receipt of notice of default from Lessor and, within ninety (90) days of Lessee’s receipt of such notice either (i) is not resolved to the mutual satisfaction of Lessor and Lessee, or (ii) is not the subject of a pending action to authorize in an appropriate judicial court within Texas; or effect any (3) results in the termination of the actions set forth license or authority to operate the Facility. Lessor may also terminate this Lease in the event an event of default is disputed as provided in (b) (2) above and results in this subsection 3 a final nonappealable judgment in its favor, in whole or in part, which is not paid to Lessor or otherwise implemented to Lessor’s satisfaction within thirty (iv); or30) days of such judgment.

Events of Default and Remedies. (a) 9.1 Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):Default hereunder: (ia) Default The Borrower shall default in the payment of principal interest upon in respect of the Note or any other amounts payable under this Agreement when due; (b) Any representation, warranty or statement made by the Borrower herein or in connection with the making of the Loan proves to be incorrect in any material respect as of the date of the issuance or making thereof, (c) The Borrower shall default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subparts (a) and (b), inclusive, of this Section 9.1) contained in this Agreement and such default shall continue unremedied for a period of 30 days after notice to the Borrower by the Lender or any other holder of the Note; 9.2 When any Event of Default described in subsections (a) to (c), as of Section 9.1 has occurred and when is continuing, the same Lender or the holder of the Note shall become due; or have no rights to assets of the Trust other than (i) contributions (other than contributions of employer securities) that are made by the Lender to enable the Borrower to meet its obligations pursuant to the Loan, cash dividends received by the Borrower on the Shares and earnings attributable to the investment of such contributions and dividends and (ii) the Pledged Stock; provided further, however, that the value of Trust assets transferred to the Lender as a result of an Event of Default shall not exceed the amount of the repayment then in default, and, provided further, that so long as the Lender is a "party in interest" within the meaning of ERISA Section 3(14) and a "disqualified person" within the meaning of Section 4975(e)(2) of the Code, a transfer of Trust assets upon default shall be made only if, and to the extent of, the Borrower's failure to meet the loan's payment schedule. 9.3 When any Event of Default has occurred and is continuing the Lender may, in addition to such other rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of New York (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Event of Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Event of Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses the Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral; second, to the payment of the principal of this and the interest on the Note; and, third, ratably as and when the same shall become due; or (iii) Default in the payment of among any other obligation items of the Company indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied Section 11.6 hereof at least ten (10) days after written notice thereof shall have been given by the Holder prior to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent event giving rise to the commencement against it requirement of such a proceeding notice. In connection with any offer, solicitation or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any sale of the actions Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral. 9.4 The number of shares of Pledged Stock as to which the Lender may exercise the rights set forth above in this subsection 3 Section 9 may not exceed that number of shares (iv); orthen remaining subject to pledge hereunder) which is then equal in current value to the amount in default under the Note. The remedies set forth in this Section 8 may only be exercised to the extent consistent with the restrictions on remedies set forth in Section 408(b)(3) of ERISA and the regulations thereunder and Section 4975(d)(3) of the Code and the regulations thereunder.

Events of Default and Remedies. (a) Any one or more 9.1 Notwithstanding anything hereinabove to the contrary, the Agent acting for the Lenders may terminate this Financing Agreement immediately upon the occurrence of any of the following events which shall have occurred and be continuing shall constitute an event of default (herein "Event Events of Default"): (ia) Default in the payment cessation of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation business of the Company in an amount in excess or the calling of $100,000; ora general meeting of the creditors of the Company for purposes of compromising the debts and obligations of the Company; (b) the Company admits in writing its inability to generally pay its debts as they mature; (c) the commencement by the Company of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; (d) the commencement against the Company of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law provided, however, that such Default shall not be deemed an Event of Default if the proceeding, petition, case or arrangement is dismissed within sixty (60) days of the filing of, or the commencement of, such petition, case, proceeding or arrangement; (e) material breach by the Company of any warranty, representation (representations and warranties referred to in this subparagraph e shall be deemed made as of each i) Reporting Date, whether or not any report is in fact given to the Agent or ii) request for a Revolving Loan or iii) request for the Agent's assistance in obtaining a Letter of Credit or iv) The the posting of any Obligation to the loan account) or any covenant contained herein (other than those otherwise referred to in this Section 9) or in any other agreement between the Company and the Agent relating to this Financing Agreement, provided that such Default by the Company of any of the warranties, representations or covenants referred to in this clause (e) shall not be deemed to be an Event of Default unless and until such Default shall remain unwaived or unremedied to the Agent's reasonable satisfaction for a period of fifteen (15) days from the date of the Agent's discovery of such breach (the Agent shall endeavor to notify the Company of such breach but the failure to so notify shall not detract from the Agent's rights or give the Company any claim, course of action or defense); (f) breach by the Company of any warranty, representation or covenant of: i) the first sentence of Section 3.3; or ii) Section 3.4; or iii) Section 5.3; or iv) Section 6.5 (only as it relates to insurance on the Inventory); or v) Section 6.6; or vii) Section 6.10 (other than sub-paragraphs A (ii), B and F thereof); or Section 6.17; (g) breach by the Company of sub-paragraphs A (ii), B or F of Section 6.10, provided that such Default by the Company shall fail not be deemed to perform be an Event of Default unless and until such Default shall remain unwaived or observe any affirmative covenant contained in this Note and unremedied for a period of fifteen (15) days from the date of such Default; (h) except as otherwise provided in Section 7.12 of this Financing Agreement, if capable failure of being remedied, shall not have been remedied the Company to pay any of the Obligations within ten (10) days after written notice thereof of the due date thereof; (i) the Company shall i) engage in any "prohibited transaction" as defined in ERISA, ii) have been given by any "accumulated funding deficiency" as defined in ERISA, iii) have any Reportable Event as defined in ERISA, iv) terminate any Plan, as defined in ERISA or v) be engaged in any proceeding in which the Holder Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administrator of any Plan, as defined in ERISA, and with respect to this sub-paragraph i) such event or condition x) remains uncured for a period of ninety (90) days from date of occurrence and y) could reasonably be expected to subject that Company to any tax, penalty or other liability materially adverse to the Companybusiness, operations or financial condition of the Company and its Subsidiaries taken as a whole; (j) the Company shall default in the payment of, or other performance under, any indenture or other instrument evidencing the Senior Notes, or any other recourse Indebtedness of the Company in excess of $3,000,000.00, if as a result of such default, the maturity of any Indebtedness evidenced by any such indenture or instrument is accelerated prior to its stated maturity; or (vk) The without the prior written consent of the Required Lenders, the Company shall amend or any subsidiary (A) modify the Senior Notes. 9.2 Upon the occurrence of a Default and/or an Event of Default, at the option of the Agent, all loans and advances provided for in Section 3.1 of this Financing Agreement shall institute any proceeding be made thereafter in the Agent's sole discretion and the obligation of the Agent acting for the Lenders to make Revolving Loans and/or assist the Company in obtaining Letters of Credit shall cease until such time as the Default is timely cured to the Agent's reasonable satisfaction or voluntary case seeking to adjudicate it bankrupt or insolventthe Event of Default is waived. Further, at the option of the Agent, or seeking dissolutionat the direction of the Required Lenders, liquidationupon the occurrence of an Event of Default (unless waived): i) all Obligations shall upon notice (provided, winding uphowever, reorganizationthat no such notice is required if the Event of Default is the Event of Default listed in Sections 9.1(c) or 9.1(d)) become immediately due and payable; ii) the Agent may thereafter charge the Company the Default Rate of Interest on all then outstanding or thereafter incurred Obligations in lieu of the interest provided for in Section 7.1 of this Financing Agreement provided a) the Agent has given the Company written notice of the Event of Default, arrangementprovided, adjustmenthowever, protectionthat no notice is required if the Event of Default is the Event of Default listed in Sections 9.1(c) or 9.1(d) and b) the Company has failed to cure the Event of Default within fifteen (15) days after x) the Agent deposited such notice in the United States mail or y) the occurrence of the Event of Default listed in Sections 9.1(c) or 9.1(d); and iii) the Agent may, relief and shall at the direction of the Required Lenders, immediately terminate this Financing Agreement upon notice to the Company, provided, however, that no notice of termination is required if the Event of Default is the Event of Default listed in Sections 9.1(c) or composition 9.1(d). Notwithstanding anything herein contained to the contrary, if the Agent waives all Events of it or its debts under Default, then by written notice to the Company, the acceleration of the Obligations will be rescinded and all remedies and actions then being exercised by the Agent shall cease. The exercise of any law option is not exclusive of any other option which may be exercised at any time by the Agent. 9.3 Upon the occurrence of any Event of Default, the Agent may, to the extent permitted by law: (a) remove from any premises where same may be located copies of any and all documents, instruments, files and records, relating to bankruptcy, insolvency or reorganization or relief of debtorsthe Accounts, or seeking the entry Agent may use such of any order for relief the Company's personnel, supplies or space at the Company's places of business or otherwise, as may be necessary to properly administer and control the Accounts or the appointment handling of a receivercollections and realizations thereon; (b) bring suit, trustee, custodian or other similar official for such in the name of the Company or the Agent, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part, any subsidiary amounts owing on any Accounts and issue credits in the name of the Company or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's sole option and discretion, and, to the extent permitted by applicable law, the Agent may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Company; (d) foreclose the security interests created herein by any available judicial procedure, or to take possession of any or all of the Inventory without judicial process, and to enter any premises where any Inventory may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Company or the Agent, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for any substantial part of credit, with or without warranties or representations, and upon such other terms and conditions as the Agent in its propertysole discretion may deem advisable, or shall consent and, to the commencement against it of such a proceeding or caseextent permitted by applicable law, or the Agent shall file an answer in have the right to purchase at any such case sale. If any Inventory shall require repairing, maintenance or proceeding commenced against preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory in such saleable form as the Agent shall reasonably deem appropriate. The Company agrees, at the request of the Agent, to assemble the Inventory and to make it consenting available to the Agent at premises of the Company or acquiescing such other location reasonably designated by the Agent for the purpose of the Agent's taking possession of, removing or putting the Inventory in saleable form. However, if notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the commencement law. The net cash proceeds resulting from the Agent's exercise of such case or proceedingany of the foregoing rights, or shall consent to or acquiesce in the appointment of such a receiver(after deducting all reasonable charges, trusteecosts and expenses, custodian or similar official; (Bincluding reasonable attorneys' fees) shall be unable applied by the Agent to pay its debts as such debts the payment of the Obligations, whether due or to become due, and the Company shall remain liable to the Agent for any deficiencies, and the Agent in turn agrees to remit to the Company or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; successor or (D) shall take assign, any action to authorize or effect any surplus resulting therefrom. The enumeration of the actions set forth above in this subsection 3 (iv); orforegoing 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.

Events of Default and Remedies. 10.1 Notwithstanding anything hereinabove to the company, CIT may terminate this Financing Agreement immediately upon the occurrence of any of the following Events of Default: (a) Any one or more cessation of the following events which shall have occurred business of any Borrower or of the Guarantor or the calling of a meeting of the creditors of any Borrower or of the Guarantor for purposes of compromising the debts and be continuing shall constitute an event obligations of default any Borrower or the Guarantor; ("Event b) the failure of Default"):any Borrower or of the Guarantor to generally meet its or his debts as they mature; (c) (i) Default in the payment commencement by any Borrower or by the Guarantor of interest upon this Noteany bankruptcy, as and when the same shall become dueinsolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; or (ii) Default in the payment commencement against any Borrower or the Guarantor of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any federal or state law by creditors of any Borrower or of the principal of this NoteGuarantor, as and when the same shall become due; or (iii) provided that such Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied be deemed an Event of default if such proceeding is controverted within ten (10) days after written notice thereof shall have been given by and dismissed and vacated within thirty (30) days of commencement, except in the Holder to event that any of the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer actions sought in any such case proceeding shall occur or proceeding commenced against it consenting to any Borrower or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) Guarantor shall take any action to authorize or effect any of the actions set forth above in any such proceeding; or (iii) the commencement (x) by any subsidiaries of any Borrower, or any one of them, of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any applicable state law, or (y) against any Borrower's subsidiaries, or any one of them, of any involuntary bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under applicable law, provided that such Default shall not be deemed an event of Default if such proceeding is controverted within ten (10) days and dismissed or vacated within thirty (30) days of commencement, except in the event that any of the actions sought in any such proceeding shall occur or any of any Borrower's subsidiaries, or any one of them, shall take action to authorize or effect any of the actions in any such proceeding; (d) breach by any Borrower of any warranty, representation or covenant contained herein (other than those referred to in sub-paragraph (e) below) or in any other written agreement between any Borrower or CIT, provided that such Default by any Borrower of any of the warranties, representations or covenants referred in this subsection clause (d) shall not be deemed to be an Event of Default unless and until such Default shall remain unremedied to CIT's satisfaction for a period of ten (10) days from the date of such breach; (e) breach by any Borrower of any warranty, representation or covenant of Paragraphs 3.3 (other than the fourth sentence or Paragraph 3.3) and 3.4 of Section 3 hereof; Paragraphs 6.3 and 6.4 (ivother than the first sentence of Paragraph 6.4) of Section 6 hereof; Paragraphs 7.1, 7.5, 7.6, and 7.8 through 7.14 hereof; (f) failure of any Borrower to pay any of the Obligations within five (5) Business Days of the due date thereof, provided that nothing contained herein shall prohibit (i) The Guarantor ceases for any reason whatsoever (other than as a result of death) to be actively engaged in the management of the Borrowers, (ii) the Company fails to own 100% of the issued and outstanding capital stock of any of its subsidiaries or (iii) any change in control with respect to the Company shall occur; (k) if the Guarantor dies or terminates his Guaranty or otherwise fails to perform any of the terms of the Guaranty, all prior to termination of this Financing Agreement and payment in full of all Obligations; (l) any judgment or judgments aggregating in excess of $25,000 or any injunction or attachment is obtained or enforced against the Guarantor and which remains unstayed for more than ten (10) Business Days; or (m) Autodesk, Inc. shall at any time fail to provide trade credit to the Borrowers on terms satisfactory to CIT. 10.2 Upon the occurrence of a Default and/or an Event of Default, at the option of CIT, all loans, advances and extensions of credit provided for in Sections 3, 4 and 5 of this Financing Agreement shall be thereafter in CIT's sole discretion and the obligation of CIT to make Revolving Loans shall cease unless such Default is cured to CIT's satisfaction or Event of Default is waived in writing by CIT, and at the option of CIT upon the occurrence of an Event of Default; (a) all Obligations shall become immediately due and payable; (b) CIT may charge the Borrowers the Default Rate of Interest on all then outstanding or thereafter incurred Obligations in lieu of the interest provided for in Section 8 of this Financing Agreement, and (c) CIT may immediately terminate this Financing Agreement upon notice to the Borrowers; provided, however, that upon the occurrence of an Event of Default listed in Paragraph 10.1(c) of this Section 10, this Financing Agreement shall automatically terminate and all Obligations shall become due and payable, without any action, declaration, notice or demand by CIT. The exercise of any option is not exclusive of any other option, which may be exercised at any time by CIT. 10.3 Immediately upon the occurrence of any Event of Default, CIT may, to the extent permitted by law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including any electronic records, contracts and signatures pertaining thereto), documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or CIT may use, at the Borrowers' expense, such of any Borrower's personnel, supplies or space at any Borrower's places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; or(b) bring suit, in the name of any Borrower or CIT, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of any Borrower or CIT; (c) sell, assign and deliver the Collateral, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at CIT's sole option and discretion, and CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each Borrower; (d) foreclose the security interests in the Collateral created herein or by the Loan Documents by any available judicial procedure, or to take possession of any or all of the Collateral, including Other Collateral without judicial process, and to enter any premises where any Other Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. CIT shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, in the name of any Borrower or CIT, or in the name of such other party as CIT 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 CIT in its sole discretion may deem advisable, and CIT shall have the right to purchase at any such sale. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from CIT's exercise of any of the foregoing rights, (after deducting all charges, costs and expenses, including reasonable attorneys' fees) shall be applied by CIT to the payment of the Obligations, whether due or to become due, in such order as CIT may elect, and the Borrowers shall remain liable to CIT for any deficiencies, and CIT in turn agrees to remit to the applicable Borrower or its 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. Each Borrower hereby indemnifies CIT and holds CIT harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on CIT by reason of the exercise of any of its rights, remedies and interests hereunder, including, without limitation, from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its interests in Collateral (including pursuant to any claims brought by any Borrower, any Borrower as debtor-in-possession, any secured or unsecured creditors of any Borrower, any trustee or receiver in bankruptcy, or otherwise), and each Borrower hereby agrees to so indemnify and hold CIT harmless, absent CIT's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The foregoing indemnification shall survive termination of this Financing Agreement until such time as all Obligations (including the foregoing) have been finally and indefeasibly paid in full. In furtherance thereof CIT, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgement.

Events of Default and Remedies. 10.1 Notwithstanding anything hereinabove to the contrary, the Agent may terminate this Financing Agreement immediately upon the occurrence of any of the following Events of Default: (a) Any one or more cessation of the following events which shall have occurred business of the Company or the calling of a meeting of the creditors of the Company for purposes of compromising the debts and be continuing shall constitute an event obligations of default the Company; ("Event b) the failure of Default"):the Company to generally meet its debts as they mature; (i) Default in the payment commencement by the Company of interest upon this Noteany bankruptcy, as and when the same shall become dueinsolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; or (ii) Default in the payment commencement against the Company of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any federal or state law by creditors of the principal of this NoteCompany, as and when the same shall become due; or (iii) provided that such Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied be deemed an Event of Default if such proceeding is controverted within ten (10) Business Days and dismissed and vacated within forty five (45) days after written notice thereof shall have been given by of commencement, except in the Holder to event that any of the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer actions sought in any such case proceeding shall occur or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) Company shall take any action to authorize or effect any of the actions set forth above in any such proceeding; or (iii) the commencement (x) by the Company’s Subsidiaries, or any one of them, of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any applicable state law, or (y) against the Company’s Subsidiaries, or any one of them, of any involuntary bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under applicable law, provided that such Default shall not be deemed an Event of Default if such proceeding is controverted within ten (10) days and dismissed or vacated within thirty (30) days of commencement, except in the event that any of the actions sought in any such proceeding shall occur or the Company’s Subsidiaries, or any one of them, shall take action to authorize or effect any of the actions in any such proceeding; (d) breach by the Company of any warranty, representation or covenant contained herein (other than those referred to in subparagraph e below) or in any other written agreement between the Company or the Agent, provided that such Default by the Company of any of the warranties, representations or covenants referred in this subsection clause (d) shall not be deemed to be an Event of Default unless and until such Default shall remain unremedied to the Agent’s satisfaction for a period of ten (10) Business Days from the date of such breach; (e) breach by the Company of any warranty, representation or covenant of Paragraphs 3.3 (other than the fourth sentence of Paragraph 3.3) and 3.4 of Section 3 hereof; Paragraphs 6.3 and 6.4 (other than the first sentence of Paragraph 6.4) of Section 6 hereof Paragraphs 7.1, 7.5, 7.6, and 7.8 through 7.14 hereof; (f) failure of the Company to pay any of the Obligations within five (5) Business Days of the due date thereof, provided that nothing contained herein shall prohibit the Agent from charging such amounts to the Revolving Loan Account on the due date thereof; (g) the Company shall (i) engage in any “prohibited transaction” as defined in ERISA, (ii) have any “accumulated funding deficiency” as defined in ERISA, (iii) have any “reportable event” as defined in ERISA, (iv)) terminate any “plan”, as defined in ERISA or (v) be engaged in any proceeding in which the Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administrator of any “plan”, as defined in ERISA, and with respect to this subparagraph (h) such event or condition (x) remains uncured for a period of thirty (30) days from date of occurrence and (y) could, in the reasonable opinion of the Agent, subject the Company to any tax, penalty or other liability material to the business, operations or financial condition of the Company; (h) without the prior written consent of the Agent and, except as permitted in the Subordination Agreement or this Financing Agreement, the Company shall (x) amend or modify the Subordinated Debt, (y) make any payment on account of the Subordinated Debt or (z) grant any lien or security interest in the Company’s assets to any Subordinating Creditor; (i) the occurrence of any default or event of default (after giving effect to any applicable grace or cure periods) under any instrument or agreement evidencing (x) Subordinated Debt or (y) any other Indebtedness of the Company having a principal amount in excess of $500,000; or (i) Xxxxx Xxx ceases for any reason whatsoever (other than as a result of death, disability or other incapacity) to be actively engaged in the management of the Company or (ii) Xxxxx Xxx, the spouse of Xxxxx Xxx, the issue of Xxxxx Xxx, revocable trusts established by or for the benefit of any of the foregoing persons and/or Affiliates of Xxxxx Xxx shall not own, in the aggregate, at least 51% of the issued and outstanding shares of common stock of the Company or (iii) the stock of any of the Subsidiaries of the Company is transferred. (k) the occurrence of an event of default (after the expiration of any cure period expressly permitted thereunder) by any of the Company’s Subsidiaries under any lending agreement to which any of them are bound to the extent such lending agreement has an unpaid outstanding balance in excess of $250,000. 10.2 Upon the occurrence of a Default and/or an Event of Default, the Agent in its sole discretion may, or upon the written direction of the Required Lenders the Agent shall, declare that, all loans, advances and extensions of credit provided for in Sections 3, 4 and 5 of this Financing Agreement shall be thereafter in the Agent’s or the Required Lenders’ sole discretion, and the obligation of the Agent and/or the Lenders to make Revolving Loans, and open Letters of Credit and provide Letters of Credit Guaranties shall cease unless such Default or Event of Default is waived in writing by the Required Lenders or cured to the Agent’s or the Required Lenders’ satisfaction in the exercise of the Agent’s and the Lenders’ reasonable judgement. Upon the occurrence of an Event of Default, the Agent in its sole discretion may, or upon the written direction of the Required Lenders the Agent shall, declare that: (a) all Obligations shall become immediately due and payable; (b) the Agent may charge the Company the Default Rate of Interest on all then outstanding or thereafter incurred Obligations in lieu of the interest provided for in Section 8 of this Financing Agreement, provided that, with respect to this clause “(b)” the Agent has given the Company written notice of the Event of Default, provided further however, that no notice is required if the Event of Default is the Event listed in Paragraph 10.1(c) of this Section 10; and (c) the Agent may immediately terminate this Financing Agreement upon notice to the Company; provided, however, that upon the occurrence of an Event of Default listed in Paragraph 10.1(c) of this Section 10, this Financing Agreement shall automatically terminate and all Obligations shall become due and payable, without any action, declaration, notice or demand by the Agent. The exercise of any option is not exclusive of any other option, which may be exercised at any time by the Agent. 10.3 Immediately upon the occurrence of any Event of Default, the Agent may, to the extent permitted by law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including any electronic records, contracts and signatures pertaining thereto), documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or the Agent may use, at the Company’s expense, such of the Company’s personnel, supplies or space at the Company’s places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon, provided that (i) Agent shall not remove any of the foregoing items if Borrower shall provide copies of such items to Agent on a consensual basis, and (ii) in the event any such items are removed from any premises of the Company by Agent, Agent shall provide to representatives of the Company access to such items during regular business hours on reasonable prior notice; (b) bring suit, in the name of the Company or the Agent, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Company or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed Inventory, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Company; (d) foreclose the security interests in the Collateral created herein or by the Loan Documents by any available judicial procedure, or to take possession of any or all of the Collateral, including any Inventory, Equipment and/or Other Collateral without judicial process, and to enter any premises where any Inventory and Equipment and/or Other Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, in the name of the Company or the Agent, or in the name of such other party as the Agent 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 the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate and any such costs shall be deemed an Obligation hereunder. The Company agrees, at the request of the Agent, to assemble the Inventory and Equipment and to make it available to the Agent at premises of the Company or elsewhere and to make available to the Agent the premises and facilities of the Company for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights, (after deducting all charges, costs and expenses, including reasonable attorneys’ fees) shall be applied by the Agent to the payment of the Obligations, whether due or to become due, in such order as the Agent may elect, and the Company shall remain liable to the Agent for any deficiencies, and the Agent in turn agrees to remit to the Company or its 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. The Company hereby indemnifies the Agent and holds the Agent harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent by reason of the exercise of any of its rights, remedies and interests hereunder, including, without limitation, from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its interests in Collateral (including pursuant to any claims brought by the Company, the Company as debtor-in-possession, any secured or unsecured creditors of the Company, any trustee or receiver in bankruptcy, or otherwise), and the Company hereby agrees to so indemnify and hold the Agent harmless, absent the Agent’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The foregoing indemnification shall survive termination of this Financing Agreement until such time as all Obligations (including the foregoing) have been finally and indefeasibly paid in full. In furtherance thereof the Agent, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgment. Any applicable mortgage(s), deed(s) of trust or assignment(s) issued to the Agent on the Real Estate shall govern the rights and remedies of the Agent thereto.

Events of Default and Remedies. (a) Any one or more Each of the following events which shall have occurred and be continuing shall constitute an event of default (an "Event of DefaultEVENT OF DEFAULT"):) under this Note: (ia) Default Obligor shall have defaulted in the payment of all or any part of the principal or interest upon due under or pursuant to this Note, Note as and when the same shall become due; or (ii) Default in the payment of the principal of this Notedue and payable, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, default shall not have been remedied continued for ten (10) days after Obligor shall have received from Holder written notice thereof of such default and demand for its cure; (b) Obligor, pursuant to or within the meaning of Title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively, "BANKRUPTCY LAW") shall have been given by the Holder to the Company; or (vi) The Company or any subsidiary (A) shall institute any proceeding or commenced a voluntary case seeking or proceeding, (ii) consented to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any an order for relief against it in an involuntary case or proceeding, (iii) consented to the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary of it or for any substantial part all or substantially all of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (Biv) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make made a general assignment for the benefit of creditors; its creditors or (Dv) admitted in writing its inability generally to pay its debts as the same become due; (c) a court of competent jurisdiction shall have entered an order or decree under any Bankruptcy Law that: (i) is for relief against Obligor in an involuntary case, (ii) appoints a custodian of Obligor or for all or substantially all of the property of Obligor or (iii) orders the liquidation of Obligor, and in any such case such order or decree shall not have been withdrawn, dismissed or stayed for sixty (60) days; (d) Obligor shall have defaulted with respect to any indebtedness not in dispute, which default has resulted in the acceleration of such indebtedness in an aggregate amount of in excess of one million dollars ($1,000,000), and such indebtedness shall not have been paid, or such acceleration rescinded, within forty-five (45) days; (e) an "Event of Default" (as therein defined) shall take any action have occurred under the other Promissory Note; (f) a material breach by Obligor shall have occurred under the NAC Security Agreement and Obligor shall have failed to authorize or effect any cure such breach for thirty (30) days after Obligor has received written notice from Holder setting forth such breach and demanding its cure; or (g) a material breach by Obligor shall have occurred under Section 3 of this Note and Obligor shall have failed to cure such breach for thirty (30) days after Obligor has received written notice from Holder setting forth such breach and demanding its cure. Notwithstanding anything contained herein to the contrary, in the event a good faith dispute arises between Obligor and Holder with respect to the determination of the actions set forth correct amount of the Available Cash Flow for any period, such dispute shall be resolved as contemplated by Section 11.14 of the Purchase Agreement, and Obligor shall not be deemed in default of its obligations hereunder to pay Holder any amount based upon such Available Cash Flow until twenty (20) days following a determination of the correct amount of such Available Cash Flow in accordance with such Section 11.14. If an Event of Default shall have occurred and be continuing, Holder, by notice in writing to Obligor (the "ACCELERATION NOTICE"), may declare the principal hereunder and all accrued and unpaid interest hereon to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable; provided, however, that, if an Event of Default specified in Section 2(b) or 2(c) above shall have occurred, the principal hereunder and all accrued and unpaid interest hereon shall become and be immediately due and payable without any declaration or other act on the part of Holder. If any Event of Default shall have occurred, Obligor shall reimburse Holder, on demand, for any and all reasonable costs and expenses, including reasonable attorneys' fees and court costs, incurred by Holder in collecting or otherwise enforcing this subsection 3 (iv); orNote.

Events of Default and Remedies. Section 10.1 Notwithstanding anything hereinabove to the contrary, CIT may terminate this Financing Agreement immediately upon the occurrence of any of the following (herein “Events of Default”): (a) Any one or more cessation of the following events which shall have occurred business of the Company or the calling of a meeting of the creditors of the Company for purposes of compromising the debts and be continuing shall constitute an event obligations of default the Company; ("Event b) the failure of Default"):the Company to generally meet its debts as they mature; (i) Default in the payment commencement by the Company of interest upon this Noteany bankruptcy, as and when the same shall become dueinsolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; or (ii) Default in the payment of commencement against the principal of this NoteCompany, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Defaultbankruptcy, if capable of being remediedinsolvency, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding uparrangement, reorganization, arrangement, adjustment, protection, relief receivership or composition of it or its debts similar proceeding under any federal or state law relating to bankruptcyby creditors of the Company, insolvency or reorganization or relief provided that such Default shall not be deemed an Event of debtorsDefault if such proceeding is controverted within twenty (20) days and dismissed and vacated within forty-five (45) days of commencement, or seeking except in the entry event that any of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer actions sought in any such case proceeding shall occur or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) Company shall take any action to authorize or effect any of the actions in any such proceeding; or (iii) the commencement (x) by the Company’s subsidiaries, or any one of them (other than any Inactive Subsidiary), of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any applicable state law, or (y) against the Company’s subsidiaries, or any one of them (other than any Inactive Subsidiary), of any involuntary bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under applicable law, provided that such Default shall not be deemed an Event of Default if such proceeding is controverted within twenty (20) days and dismissed or vacated within forty-five (45) days of commencement, except in the event that any of the actions sought in any such proceeding shall occur or the Company’s subsidiaries, or any one of them (other than any Inactive Subsidiary), shall take action to authorize or effect any of the actions in any such proceeding; (d) breach by the Company of any warranty or representation in any material respect or covenant contained herein (other than those referred to in subparagraph (e) and (f) below) or in any other written agreement between the Company or CIT, provided that such Default by the Company of any of the warranties, representations or covenants referred in this clause (d) shall not be deemed to be an Event of Default unless and until (if such Default is capable of cure) such Default shall remain unremedied to CIT’s satisfaction for a period of ten (10) Business Days from the date of such breach; (e) breach by the Company of any covenant set forth above in this subsection 3 Sections 7.3 and 7.8 hereof, provided that any such breach shall not constitute an Event of Default unless CIT has provided notice of such breach to the Company and Company has not cured such breach within three (3) Business Days, provided further, that Company shall not be entitled to the benefit of the foregoing notice obligation on the part of CIT and subsequent cure period more than three (3) times in the aggregate during any consecutive twelve month period; (f) breach by the Company of any warranty, representation or covenant of Sections 3.3 (other than the fourth sentence of Section 3.3) and 3.4 hereof; Sections 6.3 and 6.4 (other than the first sentence of Section 6.4) hereof; Sections 7.1, 7.5, 7.6, and 7.9 through 7.14 hereof; (g) failure of the Company to pay any of the Obligations when due, provided that nothing contained herein shall prohibit CIT from charging such amounts to the Revolving Loan Account on the due date thereof; (h) the Company shall (i) engage in any “prohibited transaction” as defined in ERISA, (ii) have any “accumulated funding deficiency” as defined in ERISA, (iii) have any “reportable event” as defined in ERISA, (iv)) terminate any “plan”, as defined in ERISA or (v) be engaged in any proceeding in which the Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administrator of any “plan”, as defined in ERISA, and with respect to this subparagraph (g) such event or condition (x) remains uncured for a period of thirty (30) days from date of occurrence and (y) could, in the reasonable opinion of CIT, subject the Company to any tax, penalty or other liability material to the business, operations or financial condition of the Company; (i) without the prior written consent of CIT and, except as permitted in the Subordination Agreement, the Company shall (x) amend or modify the Subordinated Debt, or (y) make any payment on account of the Subordinated Debt; (j) the occurrence of any default or event of default (after giving effect to any applicable grace or cure periods or any written waiver thereof by the affected party) under any instrument or agreement evidencing (x) Subordinated Debt or (y) any other Indebtedness of the Company having a principal amount in excess of $250,000; or (k) failure of the Company to maintain its existing federal, state and other business licenses, certifications and permits which are material to the operation of the Company’s business in full force, scope and effect, including, without limitation, its certification pursuant to the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”), its laboratory testing license under the laws of the State of California, and its status as an approved provider by the Centers for Medicare and Medicaid Services (“CMS”). Section 10.2 Upon the occurrence and during the Continuation of a Default and/or an Event of Default, at the option of CIT, all loans, advances and extensions of credit provided for in Sections 3, 4 and 5 of this Financing Agreement shall be thereafter in CIT’s sole discretion and the obligation of CIT to make Revolving Loans, open Letters of Credit and provide Letters of Credit Guaranties, shall cease unless such Default is cured to CIT’s satisfaction or Event of Default is waived in writing by CIT, and at the option of CIT upon the occurrence of an Event of Default: (a) all Obligations shall become immediately due and payable; (b) CIT may charge the Company the Default Rate of Interest on all then outstanding or thereafter incurred Obligations in lieu of the interest provided for in Section 8 of this Financing Agreement, provided that, with respect to this clause “(b)” CIT has given the Company written notice of the Event of Default; provided, however, that no notice is required if the Event of Default is the Event listed in Section 10.1(c), and (c) CIT may immediately terminate this Financing Agreement upon notice to the Company; provided, however, that upon the occurrence of an Event of Default listed in Section 10.1(c), this Financing Agreement shall automatically terminate and all Obligations shall become due and payable, without any action, declaration, notice or demand by CIT. The exercise of any option is not exclusive of any other option, which may be exercised at any time by CIT. Section 10.3 Immediately upon the occurrence of any Event of Default, CIT may, to the extent permitted by law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including any electronic records, contracts and signatures pertaining thereto), documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or CIT may use, at the Company’s expense, such of the Company’s personnel, supplies or space at the Company’s places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Company or CIT, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Company or CIT; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed Inventory, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at CIT’s sole option and discretion, and CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Company; (d) foreclose the security interests in the Collateral created herein or by the Loan Documents by any available judicial procedure, or to take possession of any or all of the Collateral, including any Inventory, Equipment and/or Other Collateral without judicial process, and to enter any premises where any Inventory and Equipment and/or Other Collateral may be located for the purpose of taking possession of or removing the same; (e) enter into the premises of the Company and other locations for the purpose of inspecting the Collateral and any and all books and records relating thereto, and CIT may use, at the Company’s expense, such of the Company’s personnel, supplies or space at the Company’s places of business or otherwise, as may be necessary to properly inspect and examine the Collateral; and (f) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. CIT shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, in the name of the Company or CIT, or in the name of such other party as CIT 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 (including but not limited to warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as CIT in its sole discretion may deem advisable, and CIT shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as CIT shall deem appropriate and any such costs shall be deemed an Obligation hereunder. Any action taken by CIT pursuant to this section shall not effect commercial reasonableness of the sale. The Company agrees, at the request of CIT, to assemble the Inventory and Equipment and to make it available to CIT at premises of the Company or elsewhere and to make available to CIT the premises and facilities of the Company for the purpose of CIT’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from CIT’s exercise of any of the foregoing rights, (after deducting all charges, costs and expenses, including reasonable attorneys’ fees) shall be applied by CIT to the payment of the Obligations, whether due or to become due, in such order as CIT may elect, and the Company shall remain liable to CIT for any deficiencies, and CIT in turn agrees to remit to the Company or its 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. The Company hereby indemnifies CIT and holds CIT harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on CIT by reason of the exercise of any of its rights, remedies and interests hereunder, including, without limitation, from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its interests in Collateral (including pursuant to any claims brought by the Company, the Company as debtor-in-possession, any secured or unsecured creditors of the Company, any trustee or receiver in bankruptcy, or otherwise), and the Company hereby agrees to so indemnify and hold CIT harmless, absent CIT’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The foregoing indemnification shall survive termination of this Financing Agreement until such time as all Obligations (including the foregoing) have been finally and indefeasibly paid in full. In furtherance thereof CIT, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgment. Any applicable mortgage(s), deed(s) of trust or assignment(s) issued to CIT on the Real Estate shall govern the rights and remedies of CIT thereto.

Events of Default and Remedies. (a) Any one or more 9.1. Notwithstanding anything hereinabove to the contrary, the Agent acting for the Lenders may terminate this Financing Agreement immediately upon the occurrence of any of the following events which shall have occurred and be continuing shall constitute an event of default (herein "Event Events of Default"): (a) cessation of business of either Company or the calling of a general meeting of the creditors of either Company for purposes of compromising the debts and obligations of such Company; (b) either Company admits in writing its inability to generally pay its debts as they mature; (c) the commencement by either Company of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; (d) the commencement against either Company of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law provided, however, that such Default shall not be deemed an Event of Default if the proceeding, petition, case or arrangement is dismissed within sixty (60) days of the filing of, or the commencement of, such petition, case, proceeding or arrangement; (e) material breach by either Company of any warranty, representation (representations and warranties referred to in this subparagraph e shall be deemed made as of each i) Reporting Date, whether or not any report is in fact given to the Agent or ii) request for a Revolving Loan or iii) request for the Agent's assistance in obtaining a Letter of Credit or iv) the posting of any Obligation to the loan account) or any covenant contained herein (other than those otherwise referred to in this Section 9) or in any other agreement between either Company and the Agent relating to this Financing Agreement, provided that such Default by either Company of any of the warranties, representations or covenants referred to in this clause (e) shall not be deemed to be an Event of Default unless and until such Default shall remain unwaived or unremedied to the payment Agent's reasonable satisfaction for a period of interest upon this Notefifteen (15) days from the date of the Agent's discovery of such breach (the Agent shall endeavor to notify the Companies of such breach but the failure to so notify shall not detract from the Agent's rights or give the Companies any claim, course of action or defense); (f) breach by either Company of any warranty, representation or covenant of: i) the first sentence of Section 3.3; or ii) Section 3.4; or iii) Section 5.3; or iv) Section 6.5 (only as it relates to insurance on the Inventory); or v) Section 6.6; or vii) Section 6.10 (other than sub-paragraphs A (ii), B and F thereof); or Section 6.17; (g) breach by either Company of sub-paragraphs A (ii), B or F of Section 6.10, provided that such Default by either Company shall not be deemed to be an Event of Default unless and until such Default shall remain unwaived or unremedied for a period of fifteen (15) days from the date of such Default; (i) failure of the Companies to pay when due any amounts in respect of the same shall become due; or Term Loan, and (ii) Default except as otherwise provided in the payment Section 7.12 of this Financing Agreement, failure of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of Companies to pay any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied Obligations within ten (10) days after written notice thereof of the due date thereof; (i) either Company shall (i) engage in any "prohibited transaction" as defined in ERISA, (ii) have been given by any "accumulated funding deficiency" as defined in ERISA, (iii) have any Reportable Event as defined in ERISA, (iv) terminate any Plan, as defined in ERISA or (v) be engaged in any proceeding in which the Holder Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administrator of any Plan, as defined in ERISA, and with respect to this sub-paragraph (i) such event or condition (x) remains uncured for a period of ninety (90) days from date of occurrence and (y) could reasonably be expected to subject that Company to any tax, penalty or other liability materially adverse to the Companybusiness, operations or financial condition of such Company and its Subsidiaries taken as a whole; or (vj) either Company shall default in the payment of, or other performance under, any indenture or other instrument evidencing recourse Indebtedness of either Company in excess of $5,000,000, if as a result of such default, the maturity of any Indebtedness evidenced by any such indenture or instrument is accelerated prior to its stated maturity. 9.2. Upon the occurrence of a Default and/or an Event of Default, at the option of the Agent, all loans and advances provided for in Section 3.1 of this Financing Agreement shall be made thereafter in the Agent's sole discretion and the obligation of the Agent acting for the Lenders to make Revolving Loans and/or assist the Companies in obtaining Letters of Credit shall cease until such time as the Default is timely cured to the Agent's reasonable satisfaction or the Event of Default is waived. Further, at the option of the Agent, or at the direction of the Required Lenders, upon the occurrence of an Event of Default (unless waived): (i) all Obligations shall upon notice (provided, however, that no such notice is required if the Event of Default is the Event of Default listed in Sections 9.1(c) or 9.1(d)) become immediately due and payable; (ii) the Agent may thereafter charge the Companies the Default Rate of Interest on all then outstanding or thereafter incurred Obligations in lieu of the interest provided for in Section 7.1 of this Financing Agreement provided (a) the Agent has given the Companies written notice of the Event of Default, provided, however, that no notice is required if the Event of Default is the Event of Default listed in Sections 9.1(c) or 9.1(d) and (b) the Companies have failed to cure the Event of Default within fifteen (15) days after (x) the Agent deposited such notice in the United States mail or (y) the occurrence of the Event of Default listed in Sections 9.1(c) or 9.1(d); and iii) the Agent may, and shall at the direction of the Required Lenders, immediately terminate this Financing Agreement upon notice to the Companies, provided, however, that no notice of termination is required if the Event of Default is the Event of Default listed in Sections 9.1(c) or 9.1(d). Notwithstanding anything herein contained to the contrary, if the Agent waives all Events of Default, then by written notice to the Companies, the acceleration of the Obligations will be rescinded and all remedies and actions then being exercised by the Agent shall cease. The exercise of any option is not exclusive of any other option which may be exercised at any time by the Agent. 9.3. Upon the occurrence of any Event of Default, the Agent may, to the extent permitted by law: (a) remove from any premises where same may be located copies of any and all documents, instruments, files and records, relating to the Accounts, or the Agent may use such of each Company's personnel, supplies or space at each Company's places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of either Company or the Agent, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part, any subsidiary amounts owing on any Accounts and issue credits in the name of either Company or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's sole option and discretion, and, to the extent permitted by applicable law, the Agent may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Companies; (d) foreclose the security interests created herein by any available judicial procedure, or to take possession of any or all of the Inventory without judicial process, and to enter any premises where any Inventory may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of either Company or the Agent, or in the name of such other party as the Agent 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 the Agent in its sole discretion may deem advisable, and, to the extent permitted by applicable law, the Agent shall have the right to purchase at any such sale. If any Inventory shall require repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory in such saleable form as the Agent shall reasonably deem appropriate. Each Company agrees, at the request of the Agent, to assemble the Inventory and to make it available to the Agent at premises of the Companies or such other location reasonably designated by the Agent for the purpose of the Agent's taking possession of, removing or putting the Inventory in saleable form. However, if notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent's exercise of any of the foregoing rights, (after deducting all reasonable charges, costs and expenses, including reasonable attorneys' fees) shall be applied by the Agent to the payment of the Obligations, whether due or to become due, and the Companies shall remain liable to the Agent for any deficiencies, and the Agent in turn agrees to remit to the Companies or their respective 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. (a) Any payment by the Companies (including any payment made by the Companies by drawing on the Line of Credit) that the Companies designate as a payment of principal or interest on the Term Loan must be applied as follows: FIRST, unless the Agent otherwise elects in its sole discretion, to the payment of all Out-of-Pocket Expenses; and SECOND, to the Obligations owed to the Term Lenders. (b) All other payments by or on behalf of the Companies or from the proceeds of any Collateral must be applied as follows: FIRST, unless the Agent otherwise elects in its sole discretion, to the payment of all Out-of-Pocket Expenses; SECOND, to all Obligations owed to the Revolving Lenders (including the payment or cash collateralization of the outstanding Obligations relating to Letters of Credit); THIRD, to the Obligations owed to the Term Lenders; FOURTH, to the payment of all other Obligations which shall have become due and payable under the Financing Documents otherwise and not repaid pursuant to clauses "FIRST", "SECOND", and "THIRD," preceding; and FIFTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. (c) In carrying out the foregoing clauses (a) and (b), (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category, (ii) amounts to be applied pursuant to clause (a) "SECOND" or clause (b) "SECOND" and "THIRD" shall be applied within such category first to fees, expenses, and costs payable under the Financing Documents, then to accrued and unpaid interest, then to outstanding principal and to pay or collateralize outstanding Obligations relating to Letters of Credit, and (iii) to the extent that any amounts available for distribution pursuant to clause (b) "SECOND" preceding are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a cash collateral account and applied (A) shall institute any proceeding or voluntary case seeking first, to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition reimburse the bank(s) that issued the Letters of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or Credit for any substantial part drawings under such Letters of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; Credit and (B) shall be unable then, following the expiration of all Letters of Credit, to pay its debts as such debts become due, or shall admit all other obligations in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); ormanner specified above.

Events of Default and Remedies. (a) Any one or more So long as any of the following events which shall have occurred and be continuing shall constitute or conditions exist (any such event or condition being herein referred to as an event of default ("Event of Default"): (ia) Default Any representation or warranty made by you or any other obligor herein or any certificate, financial statement or other document delivered in connection herewith shall prove to have been untrue or incorrect in any material respect as of the payment date as of interest upon this Note, as and when the same shall become duewhich made or deemed to have been made or repeated; or (iib) Default You shall fail fully to perform or comply with any terms, covenants or provisions of ss.5 subject, in the payment case of the principal covenants referred to in Section 5(a) hereof, to the applicable notice provisions and grace periods, if any, set forth in Section 15.1 of this Note, as and when the same shall become dueCredit Agreement; or (iiic) Default in the payment of You or another obligor shall fail fully to perform or comply with any other obligation of the Company in an amount in excess terms, covenants or provisions set forth herein and such failure shall continue for a period of $100,000five (5) calendar days following our notice to you or such other obligor of such failure; or (ivd) The Company Any Default or Event of Default under the Credit Agreement (other than the Specified Events of Default) shall fail occur. then, and in such event, and so long as such Event of Default is continuing, the Agent may, and upon the request of the Majority Banks shall, by written notice to perform you declare this Agreement to be terminated. Upon such termination, we shall be relieved of our forbearance obligations set forth herein and, accordingly, each Bank, if owed any amount with respect to the Loans or observe the Reimbursement Obligations, may, with the consent of the Majority Banks but not otherwise, proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any affirmative covenant or agreement contained in this Note the Credit Agreement, the Notes and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company other Loan Documents or any subsidiary (A) shall institute any proceeding or voluntary case seeking instrument pursuant to adjudicate it bankrupt or insolventwhich the Obligations to such Bank are evidenced, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition including as permitted by applicable law the obtaining of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the ex parte appointment of a receiver, trusteeand, custodian or other similar official for if such the Company or any subsidiary or for any substantial part of its property, or amount shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of such Bank. The remedies specified herein are cumulative and not exclusive of any other remedy. Our failure or delay to exercise any remedy after any particular Event of Default shall admit not operate as a waiver of any remedy in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; that or (D) shall take in any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); orsubsequent instance.

Events of Default and Remedies. (a) Any If any one or more of the following events which ("EVENTS OF DEFAULT") shall have occurred occur and be continuing shall constitute an event of default ("Event of Default"):continuing, to wit: (ia) Default The Borrower shall fail to pay when due any amount of principal owing in respect of any of the payment indebtedness evidenced by this Note or any other note or notes which may be given in renewal, substitution or extension of interest upon this Note, as and when the same shall become dueall or any part of such indebtedness (each of which being an "OTHER NOTE"); or (iib) Default in the payment The Borrower shall fail to pay any part of the principal interest on this Note or any Other Note when due, whether at stated maturity, by acceleration, by notice of this Noteprepayment or otherwise, as and when the same shall become duewithin five (5) business days after receipt of written notice from Lender of such failure; or (iiic) Default The Borrower shall fail to comply with any covenants, agreement or condition contained in the payment this Note within thirty (30) days after receipt of any other obligation written notice from Lender of the Company in an amount in excess of $100,000such failure; or (ivd) The Company shall fail to perform Any representation or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given warranty made by the Holder Borrower to the CompanyLender hereunder or in any information provided hereunder shall be inaccurate or incomplete in any material respect when made; or (ve) The Company Borrower or any subsidiary of its subsidiaries shall fail to pay any principal of or premium or interest on any of their indebtedness (A) but excluding indebtedness evidenced by this Note or by any Other Note), whether by scheduled maturity, required prepayment, acceleration, demand or otherwise, and such failure shall institute continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; or any proceeding other event shall occur or voluntary case seeking condition shall exist under any agreement or instrument relating to adjudicate it bankrupt any such indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or insolventinstrument, if the effect of such event or condition is to accelerate, or seeking dissolutionto permit the acceleration of, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief the maturity of such indebtedness; or composition of it or its debts under any law relating such indebtedness shall be declared to bankruptcy, insolvency or reorganization or relief of debtorsbe due and payable, or seeking required to be prepaid (other than by a regularly scheduled required prepayment), prior to the entry stated maturity thereof; and, in each case above, the principal amount of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company indebtedness is at least $5,000,000; (f) The Borrower or any subsidiary or for any substantial part of its property, or subsidiaries shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to generally not pay its debts as such debts the same become due, or shall admit in writing its inability to apply its pay such debts generally; (C) , or shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); ormake

Events of Default and Remedies. (a) Any The occurrence and continuation of any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):Default hereunder: (i) Default in Failure by Licensee to make, manufacture and sell 580 NGREs by the payment later of: (a) May 31, 2007, or (b) the date which is five (5) years after the date of interest upon this Note, as the availability of the necessary Licensed Intellectual Property which will permit a final production class 580 NGRE to be manufactured and when the same shall become dueproduced; or (ii) Default Failure or refusal by either Party to make any payment required to be made to the other Party in accordance with the payment of the principal provisions of this Note, as Agreement and when such failure or refusal shall remain uncured for a period of seven (7) days after written notice thereof has been given to the same shall become duedefaulting Party by the non-defaulting Party; or (iii) Default in the payment of Failure or refusal by either Party to observe, perform or comply with any other obligation covenant, condition or agreement on its part to be observed or performed in this Agreement and such failure or refusal shall remain uncured for a period of fifteen (15) days after written notice thereof has been given to such Party by the Company in non-defaulting party; provided, however, that if such default cannot by its nature be cured within fifteen (15) days, such default shall not become an amount in excess Event of $100,000Default so long as the defaulting Party is diligently pursuing a cure and delivers a report to the other party at least once every fifteen (15) days setting forth the status of its attempts to cure such default; or (iv) The Company Any representation or warranty made by either Party pursuant to or in connection with this Agreement shall fail prove to perform be false or observe misleading in any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Companymaterial respect when made; or (v) The Company or any subsidiary If either Party shall (A) shall institute any proceeding or commence a voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts similar proceeding under any law relating to applicable bankruptcy, insolvency or reorganization other similar law now or relief of debtorshereafter in effect, or seeking the entry of any order (B) authorize, apply for relief or consent to the appointment of or taking possession by a receiver, trusteeliquidator, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiverassignee, trustee, custodian or similar official; (B) shall be unable to pay official for itself and/or any of its debts as such debts become dueproperties, or shall admit in writing its inability to apply its debts generally; (C) shall make a any general assignment for the benefit of creditors; , or (D) shall make a written declaration or admission to the effect that it is unable to meet its debts as such debts mature, or (E) authorize or take any action to authorize or effect in furtherance of any of the actions set forth above foregoing; or (vi) If a court having jurisdiction in the premises shall enter a decree or order (A) for relief in respect of either Party in an involuntary case or similar proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (B) appointing a receiver, liquidator, assignee, trustee, custodian or similar official for either Party and/or any of their respective properties, or (C) for the dissolution, liquidation or winding up of either Party and their respective affairs, or (D) finding or determining that either Party is unable to meet its debts as such debts mature; and any such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days. (b) Upon the occurrence of an Event of Default under paragraph (a) of this Section 7.2, the non-defaulting Party may take one or more of the following actions: (i) Send written notice to the defaulting Party declaring this Agreement to be immediately terminated, null and void and of no further force or effect; or (ii) Institute an action or proceeding to seek monetary damages; or (iii) Institute an action or proceeding to seek equitable remedies including, but not limited to, injunctions or specific performance of this Agreement. (c) The Parties agree that monetary damages may be insufficient to adequately compensate the non-defaulting Party and that equitable remedies shall constitute appropriate remedies upon the occurrence of an Event of Default hereunder. (d) No remedy conferred upon or reserved to the Parties in this subsection 3 Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle a Party to exercise any remedy reserved to it in this Agreement, it shall not be necessary to give any notice to the other Party, other than such notice as may be herein expressly required. (iv)e) The breach, default or nonperformance of any obligation, covenant, representation, warranty, duty or agreement contained herein by either Party may be waived only by a written instrument signed by the other Party; orprovided, however, that no such waiver shall serve to waive any subsequent breach, default or nonperformance, nor shall any such waiver serve to waive a recurrence of the breach, default or nonperformance so waived, nor shall the failure to enforce any remedy by a Party with respect to any breach, default or nonperformance serve as a waiver thereof. (f) No termination of this Agreement pursuant to this Section 7.2 shall relieve either Party of any obligation incurred up to the time of termination and such obligation shall survive the termination of this Agreement. Without limiting the generality of the foregoing, no termination of this Agreement (unless by reason of Licensor's default) pursuant to this Section 7.2 shall relieve Licensee from its obligation to make the payments and provide the statements to the Licensor required by Section 3.1 of this Agreement relating to 580 NGREs which were sold or otherwise disposed of by or on behalf of the Licensee prior to the time of termination of this Agreement.

Events of Default and Remedies. (a) Any one or more Each of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):" under this Agreement: (i1) Default in Failure by the Borrower to make any payment with respect to the Loan or under the terms of interest upon this Noteany Credit Document (whether principal, interest, fees, or other amounts) when and as and when the same shall become due; orbecomes due and payable (whether at maturity, on demand, or otherwise). (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv2) The Company Borrower shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding apply for or voluntary case seeking consent to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of or the taking of possession by a receiver, custodian, trustee, custodian or other similar official for such liquidator of the Company Borrower or any subsidiary of all or for any a substantial part of its property, or shall consent to the commencement against it property of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar officialBorrower; (B) shall admit in writing the inability of the Borrower, or be unable generally unable, to pay its the debts of the Borrower as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditorsthe creditors of the Borrower; (D) commence a voluntary case under the federal bankruptcy law (as now or hereafter in effect); (E) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (F) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against the Borrower in an involuntary case under such federal bankruptcy law; or (DG) shall take any action to authorize or effect for the purpose of effecting any of the actions set forth above foregoing. (3) A proceeding or case shall be commenced, without the application of the Borrower, in this subsection 3 any court of competent jurisdiction, seeking (ivA) the liquidation, reorganization, dissolution, winding-up, or composition or readjustment of debts of the Borrower; (B) the appointment of a trustee, receiver, custodian, liquidator, or the like of the Borrower or of all or any substantial part of the assets of the Borrower or of the Facilities; or (C) similar relief in respect of the Borrower under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition and adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment, or decree approving or ordering any of the foregoing shall be entered and continue in effect, for a period of sixty (60) days from commencement of such proceeding or case or the date of such order, judgment, or decree, or any order for relief against the Borrower shall be entered in an involuntary case or proceeding under the federal bankruptcy law. (4) The Borrower's breach in any material respect of any representation or warranty contained in the Credit Documents or the Borrower's failure in any material respect to observe, perform, or comply with any covenant, condition, or agreement in the Credit Documents on the part of the Borrower to be observed or performed, other than as referred to in clauses (1) through (3) above, for a period of thirty (30) days after written notice specifying such breach or failure and requesting that it be remedied, given to the Borrower by the Lender, unless the Lender shall agree in writing to an extension of such time prior to its expiration. In the case of any such breach or default that cannot with due diligence be cured within such thirty (30) day period but can be wholly cured within a period of time not materially detrimental to the rights of the Lender, to be determined conclusively by the Lender, it shall not constitute an Event of Default if corrective action is instituted by the Borrower within the applicable period and diligently pursued until the breach or default is corrected in accordance with and subject to any directions or limitations of time established by the Lender. (5) The occurrence of an "event of default" under the Guaranty (as defined in the Guaranty); or. (6) Any material provision of any Credit Document shall at any time for any reason cease to be valid and binding in accordance with its terms on the Borrower, or the validity or enforceability thereof shall be contested by the Borrower, or the Borrower shall terminate or repudiate (or attempt to terminate or repudiate) any Credit Document. (7) The dissolution of the Borrower. (8) Any material adverse change in the Borrower's means or ability to perform under the Credit Documents. (9) The occurrence of any other event as a result of which the Lender in good faith believes that the prospect of payment in full of the Loan is impaired.

Events of Default and Remedies. (a) Any one or more If any of the following events which shall have occurred and occur, each such event shall be continuing shall constitute an event of default ("“Event of Default"):”: (a) the City shall fail to pay (i) Default in the payment any principal of or interest upon this Noteon any Drawing, any Liquidity Advance or Bank Bond as and when due hereunder, (ii) any principal of or interest on any Bonds for any reason other than the same shall become duefailure of the Bank to honor a properly presented and conforming Drawing under the Letter of Credit as and when due or (iii) any other Obligations (other than Reimbursement Obligations) within five (5) calendar days of receipt by the City of an invoice from the Bank therefor; or (b) any material representation or warranty made by the City or the Authority in this Agreement (or incorporated herein by reference) or in any of the other Related Documents or in any certificate, document, instrument, opinion or financial or other statement contemplated by or made or delivered pursuant to or in connection with this Agreement or with any of the other Related Documents, shall prove to have been incorrect, incomplete or misleading in any material respect when made; (c) any “event of default” shall have occurred under any of the Related Documents (as defined respectively therein), including, without limitation the Indenture; (d) default in the due observance or performance of any covenant set forth in Sections 6.04, 6.05, 6.06, 6.08, 6.12, 6.18, 6.20, 6.22 or Article VII hereof; (e) default in the due observance or performance of any other term, covenant or agreement set forth in this Agreement and the continuance of such default for 30 days thereafter; (f) any material provision of this Agreement or any of the Related Documents shall cease to be valid and binding, or the City shall contest any such provision, or the City or any agent or trustee on its behalf shall deny that it has any or further liability under this Agreement or any of the Related Documents to which it is a party; (g) the City shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) Default not pay, or admit in the payment of the principal of this Notewriting its inability to pay, its debts generally as and when the same shall they become due; or , (iii) Default in make an assignment for the payment benefit of any other obligation of the Company in an amount in excess of $100,000; or creditors, (iv) The Company shall fail to perform apply for, seek, consent to, or observe acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any affirmative covenant contained in this Note and such Defaultsubstantial part of its Property, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, liquidation, reorganization, arrangement, adjustmentmarshalling of assets, protection, relief adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in parts (i) through (v) above, or seeking the entry of (vii) fail to contest in good faith any order for relief appointment or the appointment of proceeding described in Section 8.01(h) hereof; (h) a custodian, receiver, trustee, custodian examiner, liquidator or other similar official shall be appointed for such the Company City or any subsidiary or for any substantial part of any of its propertyrespective Property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer described in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (BSection 8.01(g)(v) shall be unable instituted against the City and such appointment continues undischarged or any such proceeding continues undismissed or unstayed for a period of 30 or more days; (i) a default shall occur under any evidence of Indebtedness secured by or payable from the Net System Revenues on a basis that is senior to pay its debts as such debts become dueor on parity with the Installment Payments and the Reimbursement Obligations due hereunder issued, assumed, or guaranteed by the City or under any indenture, agreement or other instrument under which the same may be issued and such default shall admit continue for a period of time sufficient to permit the acceleration of the maturity of any such Indebtedness (whether or not such maturity is in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditorsfact accelerated); or any Indebtedness secured by or payable from the Net System Revenues on a basis that is senior to or on parity with the Installment Payments and the Reimbursement Obligations due hereunder shall not be paid when and as due (Dwhether by lapse of time, acceleration or otherwise); (j) any judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes in an aggregate amount in excess of $5,000,000 shall take any action to authorize be entered or effect filed against the City or against any of its Property and payable by the actions set forth above Net System Revenues (and not fully covered by insurance) and remain unvacated, unsatisfied, unbonded or unstayed for a period of 30 days; (k) (i) any of Fitch, Moody’s or S&P shall downgrade their respective ratings of any long-term unenhanced indebtedness of the City secured by the Net System Revenues that ranks on a parity with the Installments Payments to below “BBB-” (or its equivalent) by Fitch or “BBB-” (or its equivalent) by S&P or “Baa3” (or its equivalent) by Moody’s or (ii) any of Fitch, Moody’s, or S&P shall suspend or withdraw their respective ratings of any long-term, unenhanced Indebtedness of the City secured by the Net System Revenues that ranks on a parity with the Installments Payments for credit-related reasons; (l) any pledge or security interest created by the Indenture, the Installment Purchase Contract or this Agreement to secure any amount due under any Bonds or this Agreement shall fail to be fully enforceable or fail to have the priority required under the Indenture, the Installment Purchase Contract or this Agreement, in this subsection 3 (iv)either case, by reason of a final, non-appealable judgment of a court of competent jurisdiction; or (m) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on any Indebtedness of the City secured by Net System Revenues by any Governmental Authority with appropriate jurisdiction.

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute As used herein, an event of default ("Event of Default"):EVENT OF DEFAULT" occurs if: (i) Default the Company defaults in the payment of principal and/or interest upon this Note, as and when the same becomes due and payable, and such failure is not cured within five (5) days after the Company receives written demand from Holder to remedy the same;. (ii) the Company fails to comply with any other provision contained in this Series 1 Bridge Note, the Purchase Agreement, the Warrant, the Repricing Warrant, or the Registration Rights Agreement, and such failure is not cured within ten (10) days after the Company receives written demand from Holder to remedy the same; (iii) the Company defaults in any payment of principal of or interest on any Debt (excluding trade payables) in excess of $100,000 beyond any period of grace provided with respect thereto and the effect of such failure is to cause the holder of such Debt to accelerate the Debt such that such Debt becomes due prior to its stated maturity; (iv) any representation or warranty made in writing by or on behalf of (i) the Company in the Purchase Agreement or in any writing furnished in connection with or pursuant to the Purchase Agreement or in connection with the transactions contemplated by this Agreement, or (ii) the Company in the Registration Rights Agreement, or (iii) the Company in the Escrow Agreement, shall be false in any material respect on the date as of which made; (v) the Company makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due; (vi) any order or decree for relief in respect of the Company is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution, or liquidation or similar law, whether now or hereafter in effect (herein called the "BANKRUPTCY LAW"), of any jurisdiction; (vii) the Company petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidation, or similar official of the Company, or of any substantial part of the assets of the Company, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company under the Bankruptcy Law of any other jurisdiction; (viii) any petition or application described in Section 10(a)(vi) above is filed, or any such proceedings are commenced, against the Company and the Company by any act indicates its approval thereof, consent thereto or acquiescence therein, or an order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator, or similar official, or approving the petition in any such proceedings, and such order, judgment, or decree remains unstayed and in effect for more than sixty (60) days; (ix) any order, judgment, or decree is entered in any proceedings against the Company decreeing the dissolution of the Company and such order, judgment, or decree remains unstayed and in effect for more than sixty (60) days; or (iix) Default in the payment of the principal of this Note, as and when the same shall become due; or a final judgment (iiinot fully covered by insurance) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or 100,000 is rendered against the Company and, within ten (iv10) The Company shall fail to perform business days after entry thereof, such judgment is not discharged or observe any affirmative covenant contained in this Note and such Defaultexecution thereof stayed pending appeal, if capable of being remedied, shall not have been remedied or within ten (10) days after written notice thereof shall have been given by the Holder to the Companyexpiration of any such stay, such judgment is not discharged; or (vxi) The the Company or any subsidiary fails to obtain shareholder approval for its proposed increase in authorized capital stock from 50,000,000 shares of Common Stock to 93,000,000 shares of Common Stock at its shareholder meeting scheduled for August 27, 1999. (Ab) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventUpon the occurrence of an Event of Default described in subsection (vi), (vii), or seeking dissolution(viii) of Section 10(a), liquidationthe principal of and accrued interest on this Series 1 Bridge Note shall automatically become immediately due and payable, winding upwithout presentment, reorganizationdemand, arrangementprotest or other requirements of any kind, adjustmentall of which are hereby expressly waived by the Company. If any other Event of Default exists, protectionHolder may, relief or composition in addition to the exercise of it or its debts under any law relating to bankruptcyright, insolvency or reorganization or relief of debtorspower, or seeking remedy permitted to Holder by law, declare (by written notice or notices to the entry Company) the entire principal of and all interest accrued on this Series 1 Bridge Note to be due and payable, and this Series 1 Bridge Note shall thereupon become immediately due and payable, without presentment, demand, protest, or other notice of any order for relief or kind, all of which are hereby expressly waived by the appointment of a receiverCompany. Upon such declaration, trustee, custodian or other similar official for such the Company or will immediately pay to Holder of this Series 1 Bridge Note the then outstanding principal of and accrued and unpaid interest on the Series 1 Bridge Notes. If at any subsidiary or for any substantial part time after acceleration of its propertythe maturity of the Series 1 Bridge Notes, or the Company shall consent pay all arrears of interest and all payments on account of principal which shall have become due other than by acceleration (with interest on principal and, to the commencement against it of such a proceeding or caseextent permitted by law, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing on overdue interest, at the rate specified in the commencement Series 1 Bridge Notes) and all Events of such case Default (other than nonpayment of principal of or proceeding, or shall consent to or acquiesce in the appointment interest on this Series 1 Bridge Note due and payable solely by virtue of such a receiver, trustee, custodian or similar official; (Bacceleration) shall be unable remedied or waived by Holder by written notice to pay the Company may rescind and annul the acceleration and its debts consequences, but such action shall not affect any subsequent Event of Default or impair any right consequent thereon. (c) A delay or omission by the Holder of this Series 1 Bridge Note in exercising any right or remedy arising upon an Event of Default shall not impair such right or remedy or constitute a waiver of or an acquiescence in the Event of Default. (d) If any Event of Default shall occur and be continuing, the Holder of this Series 1 Bridge Note may proceed to protect and enforce their rights under this Agreement and this Series 1 Bridge Note by exercising such remedies as are available to such debts become dueHolder either by suit in equity or by action at law, or shall admit both, whether for specific performance of any covenant or other agreement contained in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; this Agreement or (D) shall take any action to authorize or effect any in aid of the actions set forth above exercise of any power granted in this subsection 3 (iv); orAgreement. No remedy conferred in this Agreement upon Holder is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise.

Events of Default and Remedies. (a) Any If any one or more of the following events which Events of Default shall have occurred occur for any reason whatsoever (and whether such occurrences shall be continuing shall constitute an event voluntary or involuntary, or come about or be affected by operation of default ("Event law or pursuant to or in compliance with any judgment, decree or order of Default"):any court, or any order, rule or regulation of any administrative or governmental body), that is to say: (ia) Default any representation or warranty made herein or by the Borrower or Guarantor in any report, certificate, financial statement or other instrument furnished in connection with this Agreement, or any Advance or borrowing hereunder, shall prove to be false or misleading in any material respect, or any representation or warranty made by the payment Borrower or Guarantor in any future report, certificate, financial statement or other instrument furnished in connection with this Agreement, or any Advances or borrowings hereunder, shall prove to be false or misleading in any material respect, which representation or warranty made by the Borrower or Guarantor remains false or misleading in any material respect for a period of thirty (30) days after the occurrence thereof; (b) the Borrower shall fail to pay the principal of or interest upon this Noteon any obligations created hereunder, within five (5) days of when and as and when the same shall become due; ordue and payable, whether at the due date or by acceleration or otherwise; (iic) Default any default shall occur on the part of the Borrower or Guarantor in the due observance or performance of any covenant, agreement or other provision of this Agreement or any of the Loan Documents, other than for the payment of money, which default remains in effect for a period of thirty (30) consecutive days after the principal of this Note, as and when the same shall become due; oroccurrence thereof; (iiid) Default the Borrower or Guarantor shall fail to make payment of principal or interest on any other Indebtedness beyond any period of grace provided with respect thereto, or shall default in the payment performance of any other agreement, covenant, term or condition contained in any agreement under which any such obligation is created, if the effect of such default is to cause the Company holder or holders of such Indebtedness to accelerate the maturity thereof or results in an amount in excess of $100,000; ora material adverse effect on its business or financial condition; (ive) The Company Borrower or Guarantor shall fail (i) apply for or consent to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trusteetrustee in bankruptcy for benefit of creditors, custodian or other similar official for such the Company liquidator of it or of any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (Bii) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply pay its debts generally; (C) shall make a general assignment for the benefit of creditors; as they mature or (D) shall take any action generally fail to authorize or effect any of the actions set forth above in this subsection 3 (iv); orpay such debts as they mature;

Events of Default and Remedies. (a) Any 8.1. The entire unpaid principal amount of this Note, together with all accrued interest thereon, shall, at 10 10 the option of the holder hereof exercised by written notice to the Maker at its principal executive offices, forthwith become and be due and payable if any one or more of the following events which (herein called "Events of Default") shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing shall constitute an event at the time of default ("Event of Default"):such notice, that is to say: (ia) Default if default shall be made in the payment of interest upon this Note, as due and when the same shall become due; or (ii) Default in the punctual payment of the principal of this Note, Note when and as and when the same shall become due and payable, whether at maturity, by acceleration or otherwise; (b) if default shall be made in the due and punctual payment of any interest on this Note when and as such interest shall become due and payable, and such default shall have continued for a period of 10 days; (c) if default shall be made in the performance or observance of any covenant, agreement or condition contained in Section 6 hereof; (e) if the Maker or any Subsidiary shall default beyond any period of grace provided with respect thereto in the payment of principal of or interest on any obligation in respect of borrowed money when due, whether by acceleration or otherwise; or if the Maker or any Subsidiary shall default in the performance or observance of any other agreement, term or condition contained in such obligation or in any agreement under which any such obligation is created, if the effect of any such default is to cause or permit the holder or holders of such obligations (or a trustee on behalf of such holder or holders) to cause such obligation to become due prior to the date of its stated maturity, unless such holder or holders or trustee shall have waived such default after its occurrence or unless such holder or holders or trustee shall have failed to give any notice required to create a default thereunder; (f) if the Maker or any Subsidiary shall: (i) admit in writing its inability to pay its debts generally as they become due; (ii) file a petition in bankruptcy or a petition to take advantage of any insolvency act; (iii) make an assignment for the benefit of creditors; (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt; or (iiivi) Default in file a petition or answer seeking reorganization or arrangement under the payment of federal bankruptcy laws or any other obligation applicable law or statute of the Company in an amount in excess United States of $100,000; orAmerica or any State, district or territory thereof; (ivg) The Company if a court of competent jurisdiction shall fail to perform enter an order, judgment, or observe any affirmative covenant contained in this Note and such Defaultdecree appointing, if capable without the consent of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company Maker or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventSubsidiary, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition a receiver of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company Maker or any subsidiary Subsidiary or for of the whole or any substantial part of its property, or shall consent to the commencement approving a petition filed against it seeking reorganization or arrangement of the Maker or any Subsidiary under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of entry thereof; (i) if final judgment for the payment of money in excess of $50,000 shall be rendered by a proceeding court of record against the Maker or caseany Subsidiary and the Maker or such Subsidiary shall not discharge the same or provide for its discharge in accordance with its terms, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in not procure a stay of execution thereon within 60 days from the commencement date of entry thereof and within the period during which execution of such judgment shall have been stayed, appeal therefrom, and cause the execution thereof to be stayed during such appeal. 8.2. In case any one or proceedingmore of the Events of Default specified in Section 8.1 hereof shall have occurred and be continuing, the holder of this Note may proceed to protect and enforce its rights either by suit in equity and/or by action at law, whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note, or shall consent the holder of this Note may proceed to enforce the payment of all sums due upon this Note or acquiesce in to enforce any other legal or equitable right of the appointment holder of this Note. 8.3. No remedy herein conferred upon the holder hereof is intended to be exclusive of any other remedy and each and every such a receiver, trustee, custodian or similar official; (B) remedy shall be unable cumulative and shall be in addition to pay its debts every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. 8.4. hereof in exercising any rights hereunder shall operate as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit waiver of creditors; or (D) shall take any action to authorize or effect rights of any of the actions set forth above in this subsection 3 (iv); orholder hereof.

Events of Default and Remedies. (a) Any Each of the following events constitutes an “Event of Default” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Borrower fails to pay any amount of principal and interest when due under any Note and such failure continues for a period of ten (10) days; (ii) any representation or warranty made by Borrower in this Agreement, any Note or in any other Loan Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Borrower (A) fails to obtain and maintain the insurance coverage required herein; or (B) fails to observe or perform any other covenant, condition or agreement under this Agreement, any Note or any other Loan Document and, in the case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Borrower which is not an individual shall have consolidated with or merged with or into another entity, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Borrower that is an individual dies or becomes permanently and totally disabled; (vi) Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the date such proceedings were initiated; (E) requests or consents to the appointment of a trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and Lender or any affiliate of Lender; (viii) nonpayment by Borrower of any Rate Management Obligation when due or the breach by Borrower of any term, provision, or condition contained in any Rate Management Agreement; (ix) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and any of its other creditors, (x) if Borrower’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in the Guaranty executed by such Guarantor) shall occur; (xi) Lender shall have determined, in its sole discretion, that a material adverse change in Borrower’s existing or prospective financial condition, management or results of operations since the date hereof which may affect the ability of Borrower to perform its obligations under the Loan Documents has occurred; or (xii) the owners of the capital stock or other units of ownership on the date of this Agreement entitled to vote for the election of the board of directors of Borrower or other similar governing body cease to own or do not have the unencumbered right to vote in the aggregate at least ninety percent (90%) of such capital stock or other ownership interest of Borrower. (b) Upon the occurrence of an Event of Default, Lender may, (i) at its option, declare all of the Obligations, including the entire unpaid principal of all Notes, all of the unpaid interest accrued therein, and all of the other sums (if any) payable by Borrower under this Agreement, any Notes, or any of the other Loan Documents, to be immediately due and payable, plus three percent (3%) of the unpaid principal of all Notes declared due by Lender (as compensation for reinvestment costs and not as a penalty), and (ii) proceed to exercise any one or more of the following events remedies and any additional rights and remedies permitted by law (none of which shall have occurred and be continuing shall constitute an event exclusive), all of default ("Event of Default"):which are hereby authorized by Borrower: (i) Default in Borrower shall upon demand assemble or cause to be assembled any or all of the payment Equipment at a location designated by Lender; and/or to return promptly, at Borrower’s expense, any or all of interest upon this Note, as and when the same shall become due; orEquipment to Lender at such location; (ii) Default in Lender may itself or by its agents enter upon the payment premises of Borrower or any other location where the Equipment is located and take possession of and render unusable by Borrower any or all of the principal Equipment, wherever it may be located, without any court order or other process of this Note, as law and when the same shall become due; orwithout liability for any damages occasioned by such taking of possession; (iii) Default in the payment Sell, lease or otherwise dispose of any other obligation or all of the Company Equipment, whether or not in an amount in excess Lender’s possession, at public or private sale with or without notice to Borrower, with the right of $100,000; orLender to purchase and apply the net proceeds of such disposition, after deducting all costs of such disposition (including but not limited to costs of transportation, possession, storage, refurbishing, advertising and brokers’ fees), to the obligations of Borrower under the Notes and the other Loan Documents, with Borrower remaining liable for any deficiency, or retain any and all of the Equipment; (iv) The Company Proceed by appropriate court action, either at law or in equity (including an action for specific performance), to enforce performance by Borrower or to recover damages associated with such Event of Default; or exercise any other right or remedy available to Lender at law or in equity; and (v) By offset, recoupment or other manner of application, apply any security deposit, monies held in deposit or other sums then held by Lender or any affiliate of Lender, and with respect to which Borrower has an interest, against any obligations of Borrower arising under this Agreement, any Notes or any other Loan Document, whether or not Borrower has pledged, assigned or granted a security interest to Lender in any or all such sums as collateral for said obligations. (c) Borrower shall fail indemnify, defend and hold Lender harmless for any loss, personal injury (including death), or damage to perform property, suffered by Lender, its employees or observe any affirmative covenant contained of its agents in connection with its entry onto the premises of Borrower or any third party hereunder. Each of the rights and remedies of Lender hereunder and under the other Loan Documents is in addition to all of its other rights and remedies hereunder, under the other Loan Documents and under applicable law and nothing in this Note and Agreement or any other Loan Document shall be construed as limiting any such Defaultright or remedy. Lender’s failure to exercise or delay in exercising any right, if capable of being remedied, power or remedy available to Lender shall not have been remedied constitute a waiver or otherwise affect or impair its rights to the future exercise of any such right, power or remedy. Waiver by Lender of any Event of Default shall not be a waiver by Lender of any other or subsequent Events of Default. (d) Borrower shall notify Lender in writing of the occurrence of an Event of Default pursuant to this Agreement promptly after such Event of Default has occurred, and in any event within ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); orthereafter.

Events of Default and Remedies. (a) Any If any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event Events of Default"):) shall occur: (ia) Default Debtor shall fail to make any payment in respect of the payment Liabilities within five (5) business days of interest upon this Note, as and when the same shall become due; or (iib) Default in the payment any written certification, statement, representation, warranty or financial report or statement heretofore or hereafter furnished by or on behalf of Debtor or any guarantor of any or all of the principal Liabilities proves to have been false in any material respect at the time as of this Note, as and when which the same shall become duefacts therein set forth were stated or certified or has omitted any material contingent or unliquidated liability or claim against Debtor or any such guarantor; or (iiic) Default in the payment Debtor or any guarantor of any other obligation or all of the Company in an amount in excess of $100,000; or (iv) The Company Liabilities shall fail to perform or observe any affirmative covenant contained in this Note and such Defaultcovenant, if capable of being remediedcondition or agreement to be performed or observed by it hereunder or under any guaranty agreement, shall which has not have been remedied ten cured within twenty (1020) days after of written notice thereof (except for any Financial Covenant(s) contained in any Rider of even date herewith), provided that Secured Party shall have been given by the Holder no obligation to the Companyenter into any additional Loan Schedules during such cure period; or (vd) The Company Debtor or any subsidiary (A) guarantor of any or all of the Liabilities shall institute be in breach of or in default in the payment and performance of any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law obligation relating to bankruptcy, insolvency any of the Other Liabilities; or (e) Debtor or reorganization or relief of debtors, or seeking the entry any guarantor of any order of Debtor's obligations hereunder shall be in breach of or in default in the payment or performance of any obligation owing to any bank, lender, lessor or financial institution in connection with a transaction in excess of $500,000.00, howsoever arising, present or future, contracted for relief or the appointment of a receiveracquired, trusteeand whether joint, custodian several, absolute, contingent, secured, unsecured, matured or other similar official for such the Company unmatured; or (f) Debtor or any subsidiary guarantor of any or all of the Liabilities shall cease doing business as a going concern, make an assignment for any substantial part the benefit of its propertycreditors, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply pay its debts generallyas they become due, file a petition commencing a voluntary case under any chapter of Title 11 of the United States Code entitled "Bankruptcy" (the "Bankruptcy Code"), be adjudicated an insolvent, file a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law, rule or regulation or file an answer admitting the material allegations of a petition filed against it in any such proceeding, consent to the filing of such a petition or acquiescence in the appointment of a trustee, receiver or liquidator of it or of all or any part of its assets or properties, or take any action looking to its dissolution or liquidation; or (g) an order for relief against Debtor or any guarantor of any or all of the Liabilities shall have been entered under any chapter of the Bankruptcy Code or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Debtor or any guarantor of any or all of the Liabilities under any present or future statute, law, rule or regulation which shall not, in each case, have been stayed or dismissed within forty-five (45) days, or (ii) within thirty (30) days after the appointment without Debtor's or such guarantor's consent or acquiescence of any trustee, receiver or liquidator of it or (iii) such guarantor or of all or any part of its or such guarantor's assets and properties, such appointment shall not be vacated, or an order, judgment or decree which would reasonably be expected to have a material adverse effect on the business or financial condition of Debtor shall be entered against Debtor or such guarantor by a court of competent jurisdiction and shall continue in effect for any period of twenty (20) consecutive days without a stay of execution, or any execution or writ or process shall be issued under any action or proceeding against Debtor whereby the Equipment or its use may be taken or restrained; or (h) Debtor or any guarantor of any or all of the Liabilities shall suffer an adverse material change in its financial condition as compared to such condition as at the date hereof, and as a result of such change in condition Secured Party deems itself or any of the Equipment to be insecure; "adverse material change" means any set of one or more circumstances which, individually or collectively, will result in, with respect to Debtor, (i) any change or effect that is or is reasonably likely to be materially adverse to the business, operations, properties, assets or conditions (financial or otherwise) of the Debtor; (Cii) shall make a general assignment for the benefit material impairment of creditorsthe ability of the Debtor to perform, or of the Secured Party to enforce, its obligations under the Agreement or Loan Schedules; or (Diii) shall a material adverse effect on the value of the Equipment (other than normal depreciation, ordinary wear and tear and change in market conditions) or the amount which the Secured Party would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of the Equipment; then and in any such event, Secured Party may, at the sole discretion of Secured Party, without notice or demand and without limitation of any rights and remedies of Secured Party under the Uniform Commercial Code, take any action one or more of the following steps: (1) Declare all of the Time Balance to authorize or effect be due and payable, whereupon the same shall forthwith mature and become due and payable as provided for in paragraph 16 below, provided, however, upon the occurrence of any of the actions set forth above events specified in subparagraphs (f) and (g) above, all sums as specified in this subsection 3 clause (iv1) shall immediately be due and payable without notice to Debtor (the date on which Secured Party declares all of the Time Balance to be due and payable is hereinafter referred to as the "Declaration Date"); (2) proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any agreement contained herein, or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any other right, power or remedy granted hereby or by law, equity or otherwise; orand (3) at any time and from time to time, with or without judicial process and the aid or assistance of others, enter upon any premises wherein any of the Equipment may be located and, without resistance or interference by Debtor, take possession of the Equipment on any such premises, and require Debtor to assemble and make available to Secured Party at the expense of Debtor any part or all of the Equipment at any place or time designated by Secured Party; and remove any part or all of the Equipment from any premises wherein the same may be located for the purpose of effecting the sale or other disposition thereof; and sell, resell, lease, assign and deliver, grant options for or otherwise dispose of any or all of the Equipment in its then condition or following any commercially reasonable preparation or processing, at public or private sale or proceedings, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Equipment at the place of sale or other disposition, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such persons, firms or corporations as Secured Party shall deem commercially reasonable, all without demand for performance or any notice or advertisement whatsoever, except that Debtor shall be given ten (10) business days' written notice of the place and time of any public sale or of the time after which any private sale or other intended disposition is to be made, which notice Debtor hereby agrees shall be deemed reasonable notice thereof. If any of the Equipment is sold by Secured Party upon credit or for future delivery, Secured Party shall not be liable for the failure of the purchaser to pay for same and in such event Secured Party may resell such Equipment. Secured Party may buy any part or all of the Equipment at any public sale and if any part or all of the Equipment is of a type customarily sold in a recognized market or which is the subject of widely distributed standard price quotations Secured Party may buy at private sale and may make payment therefor by application of all or a part of the Liabilities and of all or a part of any Other Liabilities. Any personalty in or attached to the Equipment when repossessed may be held by Secured Party without any liability arising with respect thereto, and any and all claims in connection with such personalty shall be deemed to have been waived unless notice of such claim is made by certified or registered mail upon Secured Party within ten business days after repossession. Secured Party shall apply the cash proceeds from any sale or other disposition of the Equipment first, to the reasonable expenses of re-taking, holding, preparing for sale, selling, leasing and the like, and to reasonable attorneys' fees and other expenses which are to be paid or reimbursed to Secured Party pursuant hereto, and second, to all outstanding portions of the Liabilities and to any Other Liabilities in such order as Secured Party may elect, and third, any surplus to Debtor, subject to any duty of Secured Party imposed by law to the holder of any subordinate security interest in the Equipment known to Secured Party; provided however, that Debtor shall remain liable with respect to unpaid portions of the Liabilities owing by it and will pay Secured Party on demand any deficiency remaining with interest as provided for in paragraph 16 below.

Events of Default and Remedies. (a) Any SECTION 2.01 The occurrence of any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):) hereunder: (ia) Default If Trustor shall default in the payment of (i) any regular installment of interest upon this Note, and/or principal on any of the Notes as and when the same shall have become due; or due and payable, (ii) Default in the any other payment of interest and/or principal due on any of the principal of this Note, as and Notes when the same shall become duedue and payable, whether at any stated maturity or by acceleration or otherwise, or (iii) any other sums required to be paid by Trustor or others pursuant to any of the Notes, the Agreement, or this Deed of Trust on the date that such payments are therein or herein required to be made; or BNFY 574341v2 (b) A breach or default of any of the covenants or provisions contained in any of the Notes, the Agreement, or this Deed of Trust, or of any chattel mortgage, other deed of trust, security agreement or other document issued thereunder or in connection therewith or herewith; or (iiic) Default If Trustor and/or Guarantor, if any, shall default in any obligation for borrowed money, whether to Beneficiary or otherwise, and whether or not such obligations affect the payment Property, for a period longer than any period of any other obligation of the Company grace provided in an amount in excess of $100,000such obligation; or (ivd) The Company If Trustor shall execute any chattel mortgage on any (i) materials, fixtures or articles used in the construction or operation of an Improvement or appurtenance thereto, or (ii) articles of personal property placed on the Premises, or should any such materials, fixtures or articles be purchased on conditional xxxx of sale or otherwise so that the ownership thereof will not vest unconditionally in Trustor free from encumbrance, on delivery at the Premises; or should Trustor fail to perform or observe any affirmative covenant contained in this Note and such Defaultfurnish to Beneficiary, if capable requested, the contracts, bills of being remediedsale, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder statements, receipted vouchers and agreements, or any of them, under which Trustor claims title to the Companysuch materials, fixtures and articles; or (ve) The Company or any subsidiary (A) If Trustor and/or Guarantor, if any, shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition make an assignment for the benefit of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become duecreditors, or shall admit in writing its inability to apply pay its debts generally; (C) as they become due, or shall make file a general assignment voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or shall fail to deny the benefit material allegations of creditors; a petition filed against it for any such relief, or (D) shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of itself or of all or any substantial part of its properties, or if Trustor shall take any action looking to authorize its dissolution or effect liquidation, or it shall cease doing business as a going concern; or (f) If, within 30 days after the commencement of any proceeding against Trustor and/or Guarantor, if any, seeking any reorganization, arrangement, composition, read­justment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or if, within 30 days after the appointment, without its consent or acquiescence of any trustee, receiver or liquidator of itself or of all or any substantial part of its properties, such appointment shall not have been vacated, provided, however, that during the pendency of such proceeding Beneficiary shall not be obligated to make any advance under the Agreement; or (g) If a final judgment for the payment of money (exclusive of judgments insured against by adequate liability insurance policies), shall be rendered against Trustor, and/or Guarantor, if any, or any of its partners, if any, in any jurisdiction and if, within 30 days after entry thereof, such judgment shall not have been discharged or execution thereof stayed pending appeal, or if within 30 days after the actions set forth above in this subsection 3 (iv)expiration of any such stay, such judgment shall not have been discharged; or (h) If Trustor shall violate the provisions of Section 1.09 hereof; or

Events of Default and Remedies. (a) Any 8.1 The entire unpaid principal amount of this Note, together with all accrued interest hereon, at the option of the holder of this Note exercised by written notice to the Maker at its principal executive offices, shall forthwith become and be due and payable if any one or more of the following events which (herein called "Events of Default") shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing shall constitute an event at the time of default ("Event of Default"):such notice, that is to say: (ia) Default if default shall be made in the payment of interest upon this Note, as due and when the same shall become due; or (ii) Default in the punctual payment of the principal of this Note, Note when and as and when the same shall become due and payable, whether at maturity, by acceleration or otherwise; (b) if default shall be made in the due and punctual payment of any interest on this Note when and as such interest shall become due and payable; (c) if default shall be made in the performance or observance of any of the other covenants, agreements or conditions of the Maker contained in this Note, and such default shall have continued for a period of 30 days after notice thereof by the holder hereof to the Maker; (d) if any representation made by the Maker contained herein shall prove to be inaccurate in any material respect when made, or if this Note shall cease to be enforceable in accordance with its terms against the Maker, or the Maker shall so state in writing; (e) if an Event of Default under any of the other Notes shall have occurred and be continuing, if the effect thereof is to cause the holder or holders thereof to cause such obligations, respectively, to become due prior to the date of stated maturity or default shall be made in the due and punctual payment of the principal of or any interest on any of the other Notes on the respective dates of stated maturity (unless such holder or holders shall subsequently have waived such Event of Default or default); (f) if the Maker shall: (i) admit in writing its inability to pay its debts generally as they become due or it shall generally not pay its debts as such debts became due; (ii) file a petition in bankruptcy or a petition to take advantage of any insolvency act; (iii) make an assignment for the benefit of creditors; (iv) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property; (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt; or (iiivi) Default in file a petition or answer seeking reorganization or arrangement under the payment of federal bankruptcy laws or any other obligation applicable law or statute of the Company in an amount in excess United States of $100,000; orAmerica or any State, district or territory thereof; (ivg) The Company if a court of competent jurisdiction shall fail to perform enter, except at the direct or observe any affirmative covenant contained in indirect request of the holder of this Note and such DefaultNote, if capable of being remediedan order, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventjudgment, or seeking dissolutiondecree appointing, liquidationwithout the consent of the Maker, winding up, reorganization, arrangement, adjustment, protection, relief a receiver of the Maker or composition of it the whole or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of the Maker under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof, and such order, judgment or decree shall consent not be vacated or set aside or stayed within 60 days from the date of entry thereof; or (h) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Maker or of the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control. 8.2 In the case any one or more of the Events of Default specified in Section 8.1 hereof shall have occurred and be continuing, the holder of this Note may proceed to protect and enforce its rights either by suit in equity and/or by action at law, whether for the specific performance of any covenant or agreement contained in this Note, or the holder of this Note may at its option exercised by written notice to the commencement against it Maker at its principal executive offices declare the unpaid principal balance hereof, together with all accrued interest thereon, immediately due and payable, and otherwise proceed to enforce the payment of such a proceeding all sums due upon this Note or caseto enforce any other legal or equitable right of the holder of this Note. In the event an Event of Default shall have occurred and the holder of this Note shall employ attorneys, or shall file an answer in any such case incur other costs and expenses for the collection of payments due or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit enforcement or performance or observance of creditors; any obligation or (D) shall take any action to authorize or effect any agreement of the actions set forth above Maker under this Note, the Maker agrees that it will pay to the holder, on demand, the reasonable fees of such attorney together with all other costs and expenses incurred by the holder. 8.3 No remedy herein conferred upon the holder of this Note is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. 8.4 No course of dealing between the Maker and the holder of this subsection 3 (iv); orNote or any delay on the part of the Holder hereof in exercising any rights hereunder shall operate as a waiver of any rights of the holder hereof.

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("An Event of Default"):Default shall occur hereunder if: (i) Default in the Lessee shall fail to make any payment of interest upon this Note, as rent or other amount owing hereunder when due and when the same such failure shall become duecontinue for a period of 10 days; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company Lessee shall fail to perform or observe any affirmative covenant contained in this Note and such Defaultother covenant, if capable agreement or condition hereunder within 30 days of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been being given by National City to Lessee, or if more than 30 days are reasonably required, Lessee fails to commence to diligently perform such obligations within such 30 days; (iii) Lessee shall make any representation or warranty to National City herein or in any document or certificate furnished National City in connection herewith which shall prove to be incorrect at the Holder to time made and on the Company; ordate of any Schedule entered into hereunder; (viv) The Company Lessee or any subsidiary guarantor of Lessee's obligations hereunder (Aa "GUARANTOR") shall institute any proceeding become insolvent or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file make an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditorscreditors or consent to the appointment of a trustee or receiver, (v) a trustee or receiver shall be appointed for Lessee or a Guarantor or for a substantial part of its property or for the Equipment, or reorganization, arrangement, insolvency, dissolution or liquidation proceedings shall be instituted by or against Lessee or a Guarantor and such appointment or proceedings are not terminated after 60 days; (vi) Lessee or a Guarantor liquidates, dissolves, or enters into any consolidation, merger, or other combination (unless Lessee is the surviving entity after such consolidation or merger), or sells, leases or disposes of a substantial portion of its business or assets, unless (x) the entity formed by the consolidation, or into which Lessee or a Guarantor is merged or the person or entity that acquires all or substantially all of Lessee's or a Guarantor's assets shall be organized under the laws of the United States or any state thereof and (y) National City is reasonably satisfied as to the creditworthiness of such person or entity and (z) not less than 30 days prior thereto such person or entity assumes all the obligations of Lessee or a Guarantor hereunder pursuant to an assignment and assumption agreement in form and substance satisfactory to National City; (vii) the current holders of 51% of the outstanding capital stock of a Lessee or a Guarantor that is not a publicly traded corporation shall cease to be the shareholders of Lessee or a Guarantor or cease to have the unconditional right to elect a majority of Lessee's or a Guarantor's board of directors (unless Lessee or a Guarantor shall have provided 60-days' prior written notice to National City of the proposed disposition of stock and National City shall have consented thereto in writing); (viii) an individual Guarantor shall become legally incapacitated or die; (ix) Lessee and/or a Guarantor shall suffer an adverse material change in its financial condition from the date hereof, and as a result thereof National City deems itself or any of its Equipment to be insecure; or (Dx) Lessee and/or a Guarantor shall be in default under any other agreement at any time executed with National City or any affiliate or subsidiary of National City Corporation. (b) If an Event of Default occurs hereunder then National City may declare this Agreement to be in default and may do one or more of the following with respect to any or all of the Equipment as National City in its sole discretion may elect, to the extent permitted by, and subject to compliance with any mandatory requirements of applicable law then in effect: (i) terminate this Lease effective immediately; or (ii) demand that Lessee, and Lessee shall at its expense upon such demand, return the Equipment promptly to National City in the manner and condition required by and otherwise in accordance with the provisions of Section 2 hereof, as if the Equipment were being returned at the expiration of its term of lease hereunder, or National City, at its option, may enter upon the premises where the Equipment is located and take [LOGO NATIONAL CITY (R)] LEASING CORPORATION possession of and remove the same by summary proceedings or otherwise, all without liability to Lessee for damage to property or otherwise; or (iii) take possession of any or all Equipment and remove the same without liability for injuries suffered through or loss caused by such repossession; LESSEE WAIVES ANY AND ALL RIGHTS TO NOTICE AND JUDICIAL HEARING WITH RESPECT TO THE REPOSSESSION OR ATTACHMENT OF THE EQUIPMENT BY NATIONAL CITY IN THE EVENT OF DEFAULT HEREUNDER BY LESSEE; in the event National City proceeds pursuant to this subsection (iii), National City may sell any or all Equipment at public or private sale as is commercially reasonable given the existing conditions on an "AS IS, WHERE IS" basis without recourse or warranties of any kind, or otherwise hold, use, operate, or keep idle such Equipment, as National City in its sole discretion determines is commercially reasonable free and clear of all rights of Lessee; or (iv) whether or not National City has exercised any other right hereunder, by written notice to Lessee, cause Lessee to pay National City (as liquidated damages for loss of a bargain and not as a penalty) on the date specified in such notice an amount equal to the Rent due and payable on the first Rent Payment Date following the date of the notice of Lease termination plus a sum equal to the appropriate Stipulated Loss Value determined as of the Rent Payment Date next following the date of the notice of Lease termination as set out in the applicable Schedule; or (v) National City may exercise any other right or remedy which may be available to it under applicable law or proceed by appropriate court action to authorize enforce the terms hereof or effect any to recover damages for the breach hereof. In addition, Lessee shall pay National City all costs and expenses incurred by National City as a result of Lessee's default hereunder or the termination hereof, including, without limitation, reasonable attorney's fees and costs arising out of repossession and disposal of the actions set forth above in Equipment. Provided Lessee has previously paid to National City the sum of the Stipulated Loss Value, Rent due and owing and other costs and expenses incurred pursuant hereto, Lessee shall be entitled to the net proceeds of any such sale, disposition or re-lease of the Equipment to the extent they do not exceed the Stipulated Loss Value. Any excess shall be retained by National City. To the extent the Equipment is re-leased by National City, Lessee shall be credited the present value of the lease rental stream at the discount rate of National City Prime as of the date the re-lease is agreed to between the parties. Furthermore, to the extent the parties to this subsection 3 (iv); orLease need to determine the present value of any moneys due under the Lease, the parties agree that the discount rate shall be National City Prime.

Events of Default and Remedies. An Event of Default shall occur hereunder if Lessee: (a) Any one shall fail to make any payment of rent or more other amount owing hereunder when due and such failure shall continue for a period of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):10 days; (ib) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Defaultother covenant, if capable agreement or condition hereunder within 30 days of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been being given by National City to Lessee, or if more than 30 days are reasonably required, Lessee fails to commence to diligently perform such obligations within such 30 days; (c) shall make any representation or warranty to National City herein or in any document or certificate furnished National City in connection herewith which shall prove to be materially incorrect at the Holder time made; (d) shall become insolvent or make an assignment for the benefit of creditors or consent to the Companyappointment of a trustee or receiver; (e) after 60 days if a trustee or receiver shall be appointed for Lessee or for a substantial part of its property or for the Equipment, or reorganization, arrangement, insolvency, dissolution or liquidation proceedings shall be instituted by or against Lessee and such appointment or proceedings are not terminated within such time; (f) shall suffer an adverse material change in its financial condition from the date hereof, and as a result thereof National City deems itself or any of its Equipment to be insecure; or (g) shall be in default under any other agreement at any time executed with National City or any affiliate or subsidiary of National City Corporation then National City may, after National City notifies Lessee of such default and Lessee has failed to cure such default in the applicable period set forth above, declare this Agreement to be in default and may do one or more of the following with respect to any or all of the Equipment as National City in its sole discretion may elect, to the extent permitted by, and subject to compliance with any mandatory requirements of applicable law then in effect: (i) terminate this Lease effective immediately; or (ii) demand that Lessee, and Lessee shall at its expense upon such demand, return the Equipment promptly to National City in the manner and condition required by and otherwise in accordance with the provisions of Section 2 hereof, as if the Equipment were being returned at the expiration of its term of lease hereunder, or National City, at its option, may enter upon the premises where the Equipment is located and take possession of and remove the same by summary proceedings or otherwise, all without liability to Lessee for damage to property or otherwise, provided that there occurs no breach of the peace and further provided that if the Equipment is located on an Environmental Protection Agency permit site or is being used for the cleaning, treatment, storage or transportation of hazardous materials, National City's actions shall be governed by all applicable Environmental Laws, all without liability to Lessee for damage to property or otherwise; or (iii) take possession of any or all Equipment and remove the same without liability for injuries suffered through or loss caused by such repossession provided that there occurs no breach of the peace and further provided that if the Equipment is located on an Environmental Protection Agency permit site or is being used for the cleaning, treatment, storage or transportation of hazardous materials, National City's actions shall be governed by all applicable Environmental Laws, all without liability to Lessee for damage to property or otherwise. In the event National City proceeds pursuant to this subsection (iii), National City may sell any or all Equipment at public or private sale as is commercially reasonable given the existing conditions on an "as is, where is" basis without recourse or warranties of any kind, or otherwise hold, use, operate, or keep idle such Equipment, as National City in its sole discretion determines is commercially reasonable free and clear of all rights of Lessee; or (iv) whether or not National City has exercised any other right hereunder, by written notice to Lessee, cause Lessee to pay National City (as liquidated damages for loss of a bargain and not as a penalty) on the date specified in such notice an amount equal to the Rent due and payable on the first day of the month following the date of the notice of Lease termination plus a sum equal to the appropriate Stipulated Loss Value determined as of the first of the month following the date of the notice of Lease termination as set out in the applicable Schedule; or (v) The Company National City may exercise any other right or any subsidiary (A) remedy which may be available to it under applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages for the breach hereof. In addition, Lessee shall institute any proceeding pay National City all costs and expenses incurred by National City as a result of Lessee's default hereunder or voluntary case seeking the termination hereof, including, without limitation, reasonable attorney's fees and costs arising out of repossession and disposal of the Equipment. Provided Lessee has previously paid to adjudicate it bankrupt or insolventNational City the sum of the Stipulated Loss Value, or seeking dissolutionRent due and owing and other costs and expenses incurred pursuant hereto, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating Lessee shall be entitled to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry net proceeds of any order for relief such sale, disposition or re-lease of the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent Equipment to the commencement against it extent they do not exceed the Stipulated Loss Value. Any excess shall be retained by National City. To the extent the Equipment is re- leased by National City, Lessee shall be credited the present value of the lease rental stream at the discount rate of National City Bank Prime as of the date the release is agreed to between the parties. Furthermore, to the extent the parties to this Lease need to determine the present value of any moneys due under the Lease, the parties agree that the discount rate shall be National City Bank Prime. In addition, Lessee shall continue to be liable for all indemnities under this Lease and for all reasonable attorney fees and other costs and expenses resulting form the termination hereof and/or the exercise of National City's remedies, including placing any Equipment in the condition required by Section 7 hereof. Except as expressly provided above, no remedy referred to in this section is exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available to National City at law or equity; and the exercise or beginning of exercise by National City of any one or more of such remedies shall not preclude the simultaneous or later exercise by National City of any other remedies. No express or implied waiver by National City of an Event of Default shall constitute a proceeding waiver of any other or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement subsequent Event of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); orDefault.

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("An “Event of Default"):” shall be deemed to have occurred under this Note if: (i) Default in the failure of Maker to make any payment of interest upon this Note, as and when the same shall become duebecomes due and payable in cash; or (ii) Default Maker shall default in the payment due performance or observance of the principal any other term, covenant or agreement on its part contained in this Note and such default shall continue unremedied for fifteen (15) days from receipt by Maker of this Note, as and when the same shall become duewritten notice thereof from Holder; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or Maker shall (ivi) The Company shall fail to perform apply for or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder consent to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventappointment of, or seeking dissolutionthe taking of possession by, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trusteecustodian, custodian trustee or other similar official for such the Company liquidator of itself or any subsidiary of all or for any a substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (Bii) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of its creditors; , (iii) commence a voluntary case under the Bankruptcy Code, (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (Dvi) shall take any action to authorize or effect for the purpose of effecting any of the actions set forth above foregoing; or (iv) a proceeding or case shall be commenced against Maker (other than by Holder), without its application or consent, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of all or any substantial part of its assets, or (iii) similar relief under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and in each case such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of 60 or more days; or an order for relief against such Person shall be entered in an involuntary case under the Bankruptcy Code; or (v) a default or event of default (howsoever defined or denominated) shall occur under the Senior Loan Documents; or (vi) there shall occur a sale of all or substantially all of the assets of Maker or Maker shall cease to be a wholly owned subsidiary of Parent. If any Event of Default occurs and is continuing, Holder may: (i) declare the Total Amount to be immediately due and payable; (ii) exercise all rights and remedies available to Holder under this Note, under applicable law or at equity; and (iii) exercise from time to time any default rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this subsection 3 Agreement; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to Maker under the Bankruptcy Code, the unpaid Total Amount shall automatically become due and payable without further act of Holder. The failure of Holder at any time to exercise the foregoing rights shall not be deemed a waiver thereof. All of Holder’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by applicable law. At any sale of the Collateral, if permitted by applicable law, Holder may be the purchaser of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at such sale, to use and apply any of the Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. Without limiting the foregoing remedies, subject to the Subordination Agreement, the portion of the Principal Amount not paid on or before the date when due hereunder and, to the extent permitted by law, accrued interest not paid or before the date when due hereunder, shall bear interest at a fixed rate of two percent (iv2.00%) per annum in excess of the otherwise applicable rate until the same shall be paid (the “Default Rate”); or.

Events of Default and Remedies. The occurrence of any one of the following shall constitute an Event of Default hereunder: (a) Any one Medical Center fails to pay any installment of semi-monthly procedure payments when due when such default continues for a period of thirty (30) days after notice thereof from GKF or more its assignee is given to Medical Center. (b) Medical Center attempts to remove, sell, transfer, encumber, sublet or part with possession of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"):Equipment or any items thereof, except as expressly permitted herein; (ic) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company Medical Center shall fail to observe or perform any of the other obligations required to be observed or observe any affirmative covenant contained in this Note performed by Medical Center hereunder and such Default, if capable of being remedied, failure shall not have been remedied ten continue uncured for twenty (1020) days after written notice thereof shall have been given to Medical Center by the Holder to the Company; orGKF; (vd) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventMedical Center ceases doing business as a going concern, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file makes an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; , admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or (D) an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or it or its shareholders shall take any action looking to authorize its dissolution or effect liquidation (e) Within sixty (60) days after the commencement of any proceedings against Medical Center seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment without Medical Center's consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated. Upon the occurrence of an Event of Default, GKF may at its option do any or all of the actions set forth above following: (i) by notice to Medical Center, terminate this Agreement as to the Equipment in default, wherever situated, and for such purposes, enter upon the Site without liability for so doing or GKF may cause Medical Center and Medical Center hereby agrees to return the Equipment to GKF at Medical Center's sole cost and expense; (ii) recover from, as liquidated damages for the loss of the bargain and not as a penalty, an amount equal to the present value of the unpaid estimated future lease payments by Medical Center to GKF through the end of the Agreement term discounted at the rate of nine percent (9%), which payment shall become immediately due and payable. Unpaid estimated future lease payments shall be based on the prior 12 months lease payments with an annual five (5%) percent increase; (iii) sell, dispose of, hold, use or lease the Equipment in default, as GKF in its sole discretion may determine (and GKF shall not be obligated to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar Equipment owned or leased by GKF). In any event, Medical Center shall, without further demand, pay to GKF an amount equal to all sums due and payable for all periods up to and including the date on which GKF had declared this subsection 3 Agreement to be in default. In the event, that Medical Center shall have paid to GKF the liquidated damages referred to in (iviii) above, GKF hereby agrees to pay to Medical Center promptly after receipt thereof, all rentals or proceeds received from the reletting or sale of the Equipment during the balance of the ten (10) year initial Term (after deduction of all expenses incurred by GKF; said amount never to exceed the amount of the liquidated damages paid by Medical Center); or. Medical Center agrees that GKF shall have no obligation to sell the Equipment. Medical Center shall in any event remain fully liable for reasonable damages as provided by law for all costs and expenses incurred by GKF on account of such default, including but not limited to, all court costs and reasonable attorneys' fees. Medical Center hereby agrees that, in any event, it shall be liable for any deficiency after any sale, lease or other disposition of the Equipment by GKF. The rights afforded GKF hereunder shall not be deemed to be exclusive, but shall be in addition to any other rights or remedies provided by law.

Events of Default and Remedies. (aA) Any If any one or more of the following events which shall have occurred and be continuing occur, any such event shall constitute an event of default ("Event of Default"): " hereunder and Borrower shall provide Lender with immediate notice thereof (i) Default in Borrower's failure to repay the payment of interest upon this NoteObligations, as or any portion thereof on the date the Obligations, or any portion thereof, are due and when the same shall become duepayable; or (ii) Default entry of a court order which enjoins, restrains or in the payment of the principal of this Note, as and when the same shall become dueany way prevents Borrower from conducting Borrower's business; or (iii) Default in Borrower fails to provide to Lender any documents, instruments or other information or take any action required pursuant to the payment provisions of any other obligation of the Company in an amount in excess of $100,000this Agreement; or (iv) The Company if Borrower shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10a) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file make an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors, (b) admit in writing Borrower's inability to pay Borrower's debts as those debts become due, (c) file a voluntary petition in bankruptcy or similar proceeding, (d) be adjudicated “insolvent” (defined hereinafter), (e) file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any bankruptcy or similar proceeding in which Borrower is the party seeking relief, (f) seek, consent to, or acquiesce in, the appointment of any bankruptcy or similar trustee, receiver, or liquidator of Borrower or of Borrower's properties; or (Dv) if Borrower shall take any action to authorize accomplish Borrower's dissolution or effect liquidation. For purposes of this Subparagraph (A) the term "insolvent" shall be defined as and shall mean Borrower's inability to pay Borrower's debts, or any of the actions set forth above in this subsection 3 them, as those debts become due and payable and which inability shall continue for a period of ten (iv); or10) business days.

Events of Default and Remedies. (a) Any In case one or more of the following events which ("Events of Default") shall have occurred and be continuing shall constitute an event of default ("Event of Default"):continuing: (i) Default default in the payment of the principal of or interest upon on this Note, Note as and when the same shall become duedue and payable, at maturity, upon any redemption, by declaration or otherwise; or (ii) Default in failure on the payment part of the principal Issuer duly to observe or perform (i) any other of this Notethe covenants or agreements on the part of the Issuer contained herein (other than those covered by clause (i), as above;) or (ii) any material covenants or agreements on the part of the Issuer contained in any other agreement between the Issuer and when the same Noteholder, including, but not limited to, that certain Wind-Up Agreement of even date herewith, in either such case for a period of 30 days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Issuer remedy the same, shall become duehave been given by registered or certified mail, return receipt requested, to the Issuer; or (iii) Default in the payment prepayment of any other obligation Subordinated Note (as hereinafter defined) in violation of the Company in an amount in excess provisions of $100,000Section 6 of this Note; or (iv) The Company any event or condition shall fail occur which results in the acceleration of the maturity of any Debt or enables or, with the giving of notice or lapse of time or both, would enable the holder of such Debt or any Person acting on such holder's behalf to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by accelerate the Holder to the Companymaturity thereof; or (v) The Company the Issuer pursuant to or within the meaning of any subsidiary bankruptcy or insolvency law: (A) shall institute any proceeding or commences a voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable consents to pay its debts as such debts become duethe entry of an then, or shall admit subject to the last sentence of this Section 2, in each case where an Event of Default specified in Section 2(c)(i) through 2(c)(iv) occurs, the Holder, by notice in writing its inability to apply its debts generallythe Issuer (the "Acceleration Notice") may declare the principal hereunder to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable; (Cprovided, however, that if an Event of Default specified in Section 2(c)(v) occurs, the principal hereunder shall make a general assignment for become and be immediately due and payable without any declaration or other act on the benefit of creditors; or (D) shall take any action to authorize or effect any part of the actions set forth above in this subsection 3 (iv); orHolder.

Events of Default and Remedies. 10.1 Notwithstanding anything hereinabove to the contrary, CIT may terminate this Financing Agreement immediately upon the occurrence of any of the following Events of Default: (a) Any one or more cessation of the following events which shall have occurred business of the Debtor or the calling of a meeting of the creditors of the Debtor for purposes of compromising the debts and be continuing shall constitute an event obligations of default the Debtor; ("Event b) the failure of Default"):the Debtor to generally meet its debts as they mature; (i) Default in the payment commencement by the Debtor of interest upon this Noteany bankruptcy, as and when the same shall become dueinsolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; or (ii) Default in the payment commencement against the Debtor of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any federal or state law by creditors of the principal of this NoteDebtor, as and when the same shall become due; or (iii) provided that such Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied be deemed an Event of Default if such proceeding is controverted within ten (10) days after written notice thereof shall have been given by and dismissed and vacated within ninety (90) days of commencement, except in the Holder to event that any of the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer actions sought in any such case proceeding shall occur or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) Debtor shall take any action to authorize or effect any of the actions set forth above in any such proceeding; or (iii) the commencement (x) by the Debtor's subsidiaries, or any one of them, of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any applicable state law, or (y) against the Debtor's subsidiaries, or any one of them, of any involuntary bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under applicable law, provided that such Default shall not be deemed an Event of Default if such proceeding is controverted within ten (10) days and dismissed or vacated within ninety (90) days of commencement, except in the event that any of the actions sought in any such proceeding shall occur or the Debtor's subsidiaries, or any one of them, shall take action to authorize or effect any of the actions in any such proceeding; (d) breach by the Debtor of any warranty, representation or covenant contained herein (other than those referred to in sub-paragraph (e) below) or in any other written agreement between the Debtor or CIT, provided that such Default by the Debtor of any of the warranties, representations or covenants referred in this subsection clause (d) shall not be deemed to be an Event of Default unless and until such Default shall remain unremedied to CIT's satisfaction for a period of ten (10) days from the date of such breach; (e) breach by the Debtor of any warranty, representation or covenant of Paragraphs 3.3 (other than the fourth sentence of Paragraph 3.3) and 3.4 of Section 3 hereof; Paragraphs 6.3 and 6.4 (other than the first sentence of Paragraph 6.4) of Section 6 hereof; Paragraphs 7.1, 7.5, 7.6, and 7.8 through 7.14 hereof; (f) failure of the Debtor to pay any of the Obligations within five (5) Business Days of the due date thereof, provided that nothing contained herein shall prohibit CIT from charging such amounts to the Revolving Loan Account on the due date thereof; (g) the Debtor shall (i) engage in any "prohibited transaction" as defined in ERISA, (ii) have any "accumulated funding deficiency" as defined in ERISA, (iii) have any "reportable event" as defined in ERISA, (iv)) terminate any "plan", as defined in ERISA or (v) be engaged in any proceeding in which the Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administrator of any "plan", as defined in ERISA, and with respect to this sub-paragraph (g) such event or condition (x) remains uncured for a period of thirty (30) days from date of occurrence and (y) could, in the reasonable opinion of CIT, subject the Debtor to any tax, penalty or other liability material to the business, operations or financial condition of the Debtor; (h) without the prior written consent of CIT and, except as permitted in the Subordination Agreement, the Debtor shall (x) amend or modify the Subordinated Debt, or (y) make any payment on account of the Subordinated Debt; (i) the occurrence of any default or event of default (after giving effect to any applicable grace or cure periods) under any instrument or agreement evidencing (x) Subordinated Debt or (y) any other Indebtedness of the Debtor having a principal amount in excess of $50,000; (j) at least two of the three Principals ceases (other than as a result of death) to be actively engaged in the management of the Debtor and such individual or individuals shall not have been replaced with persons having comparable experience and expertise (as reasonably determined by CIT) within 120 days of such individual ceasing to actively be engaged in the Debtor's management; or (k) the Shareholders listed in Schedule 6 attached hereto shall cease to be the beneficial and legal owner of at least fifty percent (50%) of the issued and outstanding capital stock of Guarantor unless due to a public offering of such stock or unless due to a private sale of such stock pursuant to an equity investment approved by CIT, which approval shall not be unreasonably withheld or delayed.

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (viv) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); or (v) Any proceeding shall be instituted against the Company seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the Company or for any substantial part of its property, and either such proceeding shall not have been dismissed or shall not have been stayed for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of any order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur; or (vi) One or more final judgments or orders for the payment of money in excess of $100,000 in the aggregate shall be rendered against the Company, and either (A) enforcement proceedings shall have been commenced by any creditor upon any such judgment or order, or (B) there shall be any period of thirty (30) days during which enforcement of any such judgment or order shall not be discharged, stayed or fully satisfied. (b) If an Event of Default described above has occurred, then the Holder may, without further notice to the Company, declare the principal amount of this Note at the time outstanding, together with accrued unpaid interest thereon, and all other amounts payable under this Note to be forthwith due and payable, whereupon such principal, interest and all such amounts shall become and be forthwith due and payable. (c) The Company covenants that in case the principal of, and accrued interest on, the Note becomes due and payable by declaration or otherwise, then the Company will pay in cash to the Holder of this Note, the whole amount that then shall have become due and payable on this Note for principal or interest, as the case may be, and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable fees and disbursements of the Holder's legal counsel. In case the Company shall fail forthwith to pay such amount, the Holder may commence an action or proceeding at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree against Company or other obligor upon this Note, wherever situated, the monies adjudicated or decreed to be payable.

Events of Default and Remedies. 10.1. Notwithstanding anything hereinabove to the contrary, the Lender may terminate this Financing Agreement immediately upon the occurrence of any of the following Events of Default: (a) Any one or more cessation of the following events which shall have occurred business of any Company or the calling of a meeting of the creditors of any Company for purposes of compromising the debts and be continuing shall constitute an event obligations of default such Company; ("Event b) the failure of Default"):any Company to generally meet its debts as they mature; (i) Default in the payment commencement by any Company of interest upon this Noteany bankruptcy, as and when the same shall become dueinsolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; or (ii) Default in the payment of the principal of this Notecommencement against any Company, as and when the same shall become due; or (iii) Default in the payment of any other obligation bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any federal or state law by creditors of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and Company, provided that such Default, if capable of being remedied, Default shall not have been remedied be deemed an Event of Default if such proceeding is controverted within ten (10) days after written notice thereof shall have been given by and dismissed and vacated within thirty (30) days of commencement, except in the Holder to event that any of the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer actions sought in any such case proceeding shall occur or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) Company shall take any action to authorize or effect any of the actions set forth above in any such proceeding; or (iii) the commencement (x) by any Company’s Subsidiaries, or any one of them, of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any applicable state law, or (y) against any Company’s Subsidiaries, or any one of them, of any involuntary bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under applicable law, provided that such Default shall not be deemed an Event of Default if such proceeding is controverted within ten (10) days and dismissed or vacated within thirty (30) days of commencement, except in the event that any of the actions sought in any such proceeding shall occur or any Company’s Subsidiaries, or any one of them, shall take action to authorize or effect any of the actions in any such proceeding; (d) breach by any Company in any material respect of any warranty, representation or covenant contained herein (other than those referred to in sub-paragraph (e) below) or in any other Loan Documents, provided that such Default by any Company of any of the warranties, representations or covenants referred in this subsection 3 clause (d) shall not be deemed to be an Event of Default unless and until such Default shall remain unremedied to the Lender’s satisfaction for a period of ten (10) days from the date of such breach; (e) breach by any Company in any material respect of any warranty, representation or covenant of Paragraphs 4.3 (other than the fourth sentence of Paragraph 4.3) and 4.4 of Section 4 hereof; Paragraphs 6.3 and 6.4 (other than the first sentence of Paragraph 6.4) of Section 6 hereof; Paragraphs 7.1, 7.5, 7.6, and 7.8 through 7.14 hereof; (f) failure of any Company to pay any of the Obligations within five (5) Business Days of the due date thereof, provided that nothing contained herein shall prohibit the Lender from charging such amounts to the Funds In Use Account on the due date thereof; (g) any Company shall (i) engage in any “prohibited transaction” as defined in ERISA, (ii) have any “accumulated funding deficiency” as defined in ERISA, (iii) have any “reportable event” as defined in ERISA, (iv)) terminate any “plan”, as defined in ERISA or (v) be engaged in any proceeding in which the Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administrator of any “plan”, as defined in ERISA, and with respect to this sub-paragraph (h) such event or condition (x) remains uncured for a period of thirty (30) days from date of occurrence and (y) could, in the reasonable opinion of the Lender, subject such Company to any tax, penalty or other liability material to the business, operations or financial condition of such Company; or (h) the occurrence of any default or event of default (after giving effect to any applicable grace or cure periods) under any instrument or agreement evidencing any Indebtedness of any Company having a principal amount in excess of $250,000; 10.2. Upon the occurrence and during the continuance of an Event of Default, the Lender in its Sole Discretion may, declare that: (a) all Obligations shall become immediately due and payable; (b) the Lender may charge the Companies the Default Rate of Interest on all then outstanding or thereafter incurred Obligations in lieu of the interest provided for in Section 8 of this Financing Agreement, provided that, with respect to this clause “(b)” the Lender has given the Companies written notice of the Event of Default, provided further however, that no notice is required if the Event of Default is the Event listed in Paragraph 10.1(c) of this Section 10; and (c) the Lender may immediately terminate this Financing Agreement upon notice to the Companies; provided, however, that upon the occurrence of an Event of Default listed in Paragraph 10.1(c) of this Section 10, this Financing Agreement shall automatically terminate and all Obligations shall become due and payable, without any action, declaration, notice or demand by the Lender. The exercise of any option is not exclusive of any other option, which may be exercised at any time by the Lender.

Events of Default and Remedies. (a) Any The following shall be an "Event of Default" hereunder if any one or more of the following events which shall have occurred and be continuing shall constitute an event for any reason whatsoever, voluntarily or involuntarily, by operation of default ("Event law or pursuant to or in compliance with any judgment, decree or order of Default"):any court or any order, rule or regulation of any administrative or governmental body: (i) Default in The failure to make the due and punctual payment of interest upon or principle under this Note, Note when and as and when the same shall become due and payable, whether at maturity, by acceleration or otherwise; (ii) Failure in the performance or observance of any the other covenants, agreements or conditions of Maker contained in this note; (iii) If Maker shall: (1) Admit in writing its inability to pay its debts generally as they become due; (2) File a petition in bankruptcy or a petition or an answer seeking reorganization or to take advantage of any insolvency act or, on a petition in bankruptcy filed against it, be adjudicated a bankrupt; (3) Make any assignment for the benefit of creditors; or (ii4) Default in Consent to the payment appointment of a receiver of itself or of the principal whole or any substantial part of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000its property; or (iv) The Company shall fail occurrence of an Event of Default, under the Agreement, the Settlement Agreement, or any related documents thereto, as such term is defined therein; (b) Upon the occurrence of an Event of Default, Holder may, at its option, do any or all of the following: 4 (i) Declare the entire unpaid principle amount of this Note, together with all accrued interest thereon, at the option of Holder, exercised by written notice to perform the Maker, immediately due and payable; (ii) Proceed to protect and enforce its rights either by suit in equity and/or by action of law for the specific performance of any covenant or observe any affirmative covenant agreement contained in this Note, in aid of the exercise of any power granted in this Note, to enforce the payment of all sums due upon this Note or to enforce any other legal or equitable right of Holder. (c) No remedy herein conferred upon Holder is intended to limit or resxxxxx any other remedy available to Holder. Each and every such Defaultremedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, if capable in equity, by statute or otherwise. (d) No course of being remedied, dealing between Maker and Holder or any delay on the part of Holder in exercising any rights hereunder shall not have been remedied ten operate as a waiver of any rights of any Holder hereof. (10e) days after written notice thereof shall have been given Should any proceedings be instituted by the Holder to the Company; or (v) The Company or recover any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventmoneys due hxxxxxxer, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable Maker agrees to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); orall reasonable xxxxrneys fees and costs.

Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company Companies shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to each of the CompanyCompanies; or (viv) The Company Parent or any subsidiary Acquisition Sub (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, up reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company Parent or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv3(iv); or (v) Any proceeding shall be instituted against the Companies seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the Companies or for any substantial part of its property, and either such proceeding shall not have been dismissed or shall not have been stayed for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of any order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur; or (vi) One or more final judgments or orders for the payment of money in excess of $200,000 in the aggregate shall be rendered against the Companies, and either (A) enforcement proceedings shall have been commenced by any creditor upon any such judgment or order, or (B) there shall be any period of thirty (30) days during which enforcement of any such judgment or order shall not be discharged, stayed or fully satisfied; or (vii) If, prior to the Payment Date, there is a sale, conveyance or disposition of all or substantially all of the assets of the Parent or the Acquisition Sub, the effectuation by the Parent or the Acquisition Sub of a transaction or series of related transactions in which more than 50% of the voting power of the Parent or Acquisition Sub is disposed of, or the consolidation, merger or other business combination of the Parent or Acquisition Sub with or into any other Person (as defined below) or Persons when the Parent or Acquisition Sub is not the survivor, and in the event of a merger or consolidation or sale of all or substantially all of their assets, the surviving or successor entity in such transaction fails to assume the Parent's and Acquisition Sub's obligations hereunder as well as under a certain Asset Purchase Agreement and other "Parent Documents" as defined therein, all dated the date hereof, between the parties hereto. "PERSON" shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization; or

Events of Default and Remedies. (a) Any one or more Each of the following events which shall have occurred and be continuing shall constitute an event of default (an "Event of DefaultEVENT OF DEFAULT"):) under this Note: (ia) Default Obligor shall have defaulted in the payment of all or any part of the principal or interest upon due under or pursuant to this Note, Note as and when the same shall become due; or (ii) Default in the payment of the principal of this Notedue and payable, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, default shall not have been remedied continued for ten (10) days after Obligor shall have received from Holder written notice thereof of such default and demand for its cure; (b) Obligor, pursuant to or within the meaning of Title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively, "BANKRUPTCY LAW") shall have been given by the Holder to the Company; or (vi) The Company or any subsidiary (A) shall institute any proceeding or commenced a voluntary case seeking or proceeding, (ii) consented to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any an order for relief against it in an involuntary case or proceeding, (iii) consented to the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary of it or for any substantial part all or substantially all of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (Biv) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make made a general assignment for the benefit of creditors; its creditors or (Dv) admitted in writing its inability generally to pay its debts as the same become due; (c) a court of competent jurisdiction shall have entered an order or decree under any Bankruptcy Law that: (i) is for relief against Obligor in an involuntary case, (ii) appoints a custodian of Obligor or for all or substantially all of the property of Obligor or (iii) orders the liquidation of Obligor, and in any such case such order or decree shall not have been withdrawn, dismissed or stayed for sixty (60) days; (d) Obligor shall have defaulted with respect to any indebtedness not in dispute, which default has resulted in the acceleration of such indebtedness in an aggregate amount of in excess of one million dollars ($1,000,000), and such indebtedness shall not have been paid, or such acceleration rescinded, within forty-five (45) days; (e) an "Event of Default" (as therein defined) shall take any action have occurred under the other Promissory Note; (f) a material breach by Obligor shall have occurred under the NAC Security Agreement and Obligor shall have failed to authorize or effect any cure such breach for thirty (30) days after Obligor has received written notice from Holder setting forth such breach and demanding its cure; or (g) a material breach by Obligor shall have occurred under Section 3 of this Note and Obligor shall have failed to cure such breach for thirty (30) days after Obligor has received written notice from Holder setting forth such breach and demanding its cure. Notwithstanding anything contained herein to the contrary, in the event a good faith dispute arises between Obligor and Holder with respect to the determination of the actions set forth correct amount of the Available Cash Flow for any period, such dispute shall be resolved as contemplated by Section 11.14 of the Purchase Agreement, and Obligor shall not be deemed in default of its obligations hereunder to pay Holder any amount based upon such Available Cash If an Event of Default shall have occurred and be continuing, Holder, by notice in writing to Obligor (the "ACCELERATION NOTICE"), may declare the principal hereunder and all accrued and unpaid interest hereon to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable; provided, however, that, if an Event of Default specified in Section 2(b) or 2(c) above shall have occurred, the principal hereunder and all accrued and unpaid interest hereon shall become and be immediately due and payable without any declaration or other act on the part of Holder. If any Event of Default shall have occurred, Obligor shall reimburse Holder, on demand, for any and all reasonable costs and expenses, including reasonable attorneys' fees and court costs, incurred by Holder in collecting or otherwise enforcing this subsection 3 (iv); orNote.

Events of Default and Remedies. (a) Any Each of the following events constitutes an “Event of Default” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Lessees fail to pay any Rent when due under this Lease and such failure continues for a period of ten (10) days; (ii) any representation or warranty made by Lessees in the Lease or in any other Lease Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Lessees (A) fail to obtain and maintain the insurance coverage required herein; or (B) fail to observe or perform any other covenant, condition or agreement under this Lease and, such failure continues unremedied for a period of fifteen (15) days; (iv) (A) any Lessee which is not an individual shall have consolidated with, merged with or into, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence or any Lessee that is an individual dies or becomes permanently and totally disabled; (v) any Lessee (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the date such proceedings were initiated; (E) requests or consents to the appointment of a trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vi) Lessees fail to return the Equipment or fail to return the Equipment in the required condition at the expiration of the Term; (vii) a default shall have occurred and be continuing under any contract, agreement or document between any Lessee and any of its other creditors; (viii) a default shall have occurred and be continuing under any contract, agreement or document between any Lessee and Lessor or any affiliate of Lessor; (ix) if Lessees’ obligations are guaranteed by any other party, an “Event of Default” (under and as defined in a Guaranty executed by any such Guarantor) shall occur; or (x) the owners of the capital stock or other units of ownership on the date of this Lease entitled to vote for the election of the board of directors of the Lessee or other similar governing body cease to own or do not have the unencumbered right to vote in the aggregate at least fifty-one (51%) of such capital stock or other ownership interest of Lessee. (b) Upon the occurrence of an Event of Default, Lessor may exercise any one or more of the following events remedies and any additional rights and remedies permitted by law (none of which shall have occurred be exclusive) and shall be continuing shall constitute an event entitled to recover all its reasonable costs and expenses including incidental and consequential damages (as described in Section 2A-530 of default ("Event of Default"):the Uniform Commercial Code) and attorneys’ fees in enforcing its rights and remedies: (i) Default Lessees shall upon demand assemble or cause to be assembled any or all of the Equipment at a location designated by Lessor; and/or to return promptly, at Lessees’ expense, any or all of the Equipment to Lessor at such location, in the payment condition and otherwise in accordance with all of interest upon this Note, as and when the same shall become dueterms of Section 14 hereof; orand/or (ii) Default in Lessor may itself or by its agents enter upon the payment premises of Lessees or any other location where the Equipment is located and take possession of and render unusable by Lessees any or all of the principal Equipment, wherever it may be located, without any court order or other process of this Note, as law and when the same shall become duewithout liability for any damages occasioned by such taking of possession; orand/or (iii) Default in the payment Sell, re-lease or otherwise dispose of any other obligation or all of the Company Equipment, whether or not in an amount in Lessor’s possession, at public or private sale with or without notice to Lessees, with the right of Lessor to purchase and apply the net proceeds of such disposition, after deducting all costs of such disposition (including but not limited to costs of transportation, possession, storage, refurbishing, advertising and brokers’ fees), to the obligations of Lessees under this Lease, with Lessees remaining liable for any deficiency and with any excess being retained by Lessor, or retain any and all of $100,000the Equipment; orand/or (iv) The Company shall fail Cancel such Equipment Schedule as to perform any or observe any affirmative covenant contained in this Note and such Default, if capable all of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the CompanyEquipment; orand/or (v) The Company Proceed by appropriate court action, either at law or in equity (including an action for specific performance), to enforce performance by Lessees to recover damages associated with such Event of Default; or exercise any other right or remedy available to Lessor at law or in equity; and/or (vi) By offset, recoupment or other manner of application, apply any security deposit, monies held in deposit or other sums then held by Lessor or any subsidiary affiliate of Lessor, and with respect to which Lessees have an interest, against any obligations of Lessee arising under this Lease or any other Lease Document, whether or not Lessees have pledged, assigned or granted a security interest to Lessor in any or all such sums as collateral for said obligations. (c) In addition to the foregoing, Lessees shall pay to Lessor on demand the sum of (i) any and all Rent which is then due or which has accrued to the date of demand and (ii) at Lessor’s option (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent an amount equal to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing Stipulated Loss Value (as set forth in the commencement related Equipment Schedule) as of such case the Rent Payment Date on or proceeding, immediately preceding the date of demand for the Items of Equipment as Lessor shall specify or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) all Basic Rent and all other sums, including any tax indemnities becoming due as a result of such Event of Default, for the Term (including any mandatory Renewal Term) and all amounts due upon the expiration of the Term including any return fees and/or any amounts due with respect to the mandatory purchase of the Equipment becoming due under this Lease from the date of demand to the Expiration Date for such Items of Equipment plus the assumed residual value of such Equipment (as determined by Lessor). The Lessor and Lessees agree that Lessor shall be unable entitled to such amount as damages for loss of bargain and not as a penalty and that such amount is reasonable in light of the anticipated harm to Lessor caused by an Event of Default. (d) If Lessees pay the full amount referred to in Section 16(c) to Lessor prior to the termination of this Lease as it relates to such Items of Equipment, title to the relevant Equipment shall immediately vest in Lessees without representation or warranty by Lessor. If Lessees fail to pay such amount and Lessor subsequently sells, releases or otherwise disposes of such Items of Equipment, the amount due from Lessees under Section 16(c) shall be reduced by an amount equal to (i) the actual cash proceeds received and retained by Lessor upon any sale or disposition or (ii) if Lessor leases such Equipment by a lease agreement substantially similar to this Lease, the present value of the rents (discounted at the Prime Rate as announced by Fifth Third Bank and in effect at the time of demand plus 2.00%) payable under such subsequent Lease for the remaining Term of this Lease (without regard to any Renewal Terms other than the then current Renewal Term (if applicable)), in each case, net of all costs and expenses incurred in connection with such sale, disposition or lease including any incidental damages. (e) A cancellation or termination hereunder shall occur only upon written notice by Lessor to Lessees, and only with respect to such Items of Equipment as Lessor specifically elects to cancel or terminate by such notice. Except as to any such Items of Equipment with respect to which there is a cancellation or termination, this Lease shall remain in full force and effect and Lessees shall be and remain liable for the full performance of all its debts as such debts become dueobligations under this Lease. (f) Lessees shall indemnify, defend and hold Lessor harmless for any loss, personal injury (including death), or shall admit in writing damage to property, suffered by Lessor, its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; employees or (D) shall take any action to authorize or effect any of its agents in connection with its entry onto the actions set forth above premises of any Lessee or any third party hereunder. Each of the rights and remedies of Lessor hereunder and under the other Lease Documents is in addition to all of its other rights and remedies hereunder, under the other Lease Documents and under applicable law and nothing in this subsection 3 (iv); orLease or any other Lease Document shall be construed as limiting any such right or remedy. Lessor’s failure to exercise or delay in exercising any right, power or remedy available to Lessor shall not constitute a waiver or otherwise affect or impair its rights to the future exercise of any such right, power or remedy. Waiver by Lessor of any Event of Default shall not be a waiver by Lessor of any other or subsequent Events of Default.

Events of Default and Remedies. If at any time (a) Any one or more any of the following events which shall have occurred and be continuing shall constitute following, an event of default ("Event of DefaultEVENT OF DEFAULT"): (a) the Contractor fails to (i) Default carry out engineering, fabrication, supply, delivery, installation and testing of the Work on or with respect to any Critical Path Item at the rate of progress required by the Milestone Schedule, and (ii) prepare, implement and comply with a Schedule Recovery Plan in respect of any such delayed or incomplete Work, in each case, within the payment of interest upon this Note, as time periods and when in accordance with the same shall become dueprovisions set forth in Section 5.2 hereof; or (iib) Default the Contractor commits any material breach of, or fails in the payment of the principal any material respect to comply with and observe, any provision of this Note, as and when the same shall become dueContract; or (iiic) Default in the payment of any other obligation of Contractor abandons the Company in an amount Work for a period in excess of $100,000[REDACTED] or intimates without lawful cause or justification that the Work will not or cannot be completed; or (ivd) The Company the Contractor shall fail to perform make a general assignment for the benefit of creditors, or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, proceeding shall not have been remedied ten (10) days after written notice thereof shall have been given be instituted by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case Contractor seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it the Contractor or its debts under any law Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian trustee or other similar official for such the Company or any subsidiary Contractor or for any substantial part of its property, property or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) Contractor shall take any corporate action to authorize or effect any of the actions set forth above in this subsection 3 (ivSection 24.1(d); or (e) an involuntary petition shall be filed or an action or proceeding otherwise commenced against the Contractor seeking reorganization, arrangement or readjustment of the Contractor's debts or for any other relief under any bankruptcy or insolvency act or Law, now or hereafter existing and remain undismissed or unvacated for a period of [REDACTED]; or (f) a receiver, assignee, liquidator, trustee or similar officer for the Contractor or for all or any part of its property shall be appointed involuntarily; or (g) the Contractor shall file a certificate of dissolution under applicable Law or shall be liquidated, dissolved or wound up or shall commence or have commenced against it any action or proceeding for dissolution, winding up or liquidation, or shall take any corporate action in furtherance thereof; or (h) the Contractor either: (i) fails to make prompt payment of any undisputed invoice due to any Subcontractor or otherwise for materials or labor; or (ii) repudiates or is in default with respect to any of its obligations to a Subcontractor; or (i) the Contractor fails, after being notified thereof by the Developer, to promptly correct any Defective Work during performance of the Work or within the Warranty Period; or (j) any representation or warranty made by the Contractor herein or in any certificate, financial statement or other document furnished to any Owner Person by or on behalf of the Contractor shall prove to be false or misleading in any material respect as of the time made, confirmed or furnished; then, upon the occurrence of any Event of Default referred to in paragraph (a), (b), (i) or (j) of this Section 24.1, the Developer may, by Notice in writing, advise the Contractor of such Event of Default and the Contractor shall have [REDACTED] to correct such Event of Default to the satisfaction of the Developer PROVIDED, HOWEVER, that, if such Event of Default cannot be cured in such [REDACTED] period through the diligent efforts of Contractor, but can be cured in a longer period without there occurring any failure to meet the Milestone Schedule, the Contractor shall have an additional period, not to exceed [REDACTED], so long as it shall commence the cure during such [REDACTED] period and diligently pursue such cure. If the Contractor fails to correct any such Event of Default to the satisfaction of the Developer within such [REDACTED] (or subject to the conditions set forth in the previous sentence, such longer period), or, upon the occurrence of any other Event of Default, then the Developer on behalf of the Owners may, upon written Notice (a "NOTICE OF EXERCISE OF REMEDIES") to the Contractor, exercise any or all of the following rights and remedies: (A) exercise their rights under the Contractor Security; (B) exercise their rights with respect to the withholding of payments to the Contractor in accordance with Section 12.5 hereof; (C) take the Work wholly or partly out of the control of the Contractor or any other Person in whose control or possession the Work or any part of it may be, and cause to be completed the same in accordance with Section 25 hereof (a "TAKE OVER"); (D) terminate this Contract in accordance with Section 26 hereof (such event, a "TERMINATION FOR DEFAULT"; such Notice of Exercise of Remedies, a "NOTICE OF TERMINATION FOR DEFAULT"); or (E) exercise any and all rights and remedies they may have under law or equity, including seeking specific performance and the recovery of damages, subject, in any event, to the provisions of Section 28 hereof. The foregoing remedies are cumulative, and the Developer on behalf of the Owners may elect one or more thereof without prejudice to any other right or remedy the Owners may have, subject, however, to Section 28 hereof. Notwithstanding any of the foregoing, Contractor shall be entitled upon a Termination for Default to be paid its Reimbursable Costs (and any applicable Fixed Fee and Incentive Fee so long as the Contractor has met the criteria for such fee pursuant to Section 12.2 hereof) for Work performed in accordance with this Contract and the Contract Documents by the Contractor up to the effective date of such termination, less any amount owing to the Owners hereunder, the latter of which amounts may be applied by the Owners to the payment and performance of any outstanding obligations of the Contractor hereunder.

Events of Default and Remedies. The occurrence of any one of the following shall constitute an Event of Default hereunder: (a) Any one Lessee fails to pay an installment of rent on or more of before the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default in the payment of interest upon this Note, as and date when the same shall become due; orbecomes due and payable and such failure continues for a period of ten (10) days; (iib) Default in the payment Lessee attempts to remove, sell, transfer, encumber, sublet or part with possession of the principal of this NoteEquipment or any items thereof, except as and when the same shall become due; orexpressly permitted herein; (iiic) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company Lessee shall fail to observe or perform any of the other obligations required to be observed or observe any affirmative covenant contained in this Note performed by Lessee hereunder and such Default, if capable of being remedied, failure shall not have been remedied ten continue uncured for thirty (1030) days after written notice thereof shall have been given to Lessee by Lessor or the Holder to the Company; orthen assignee hereof; (vd) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventLessee ceases doing business as a going concern, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file makes an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; , admits in writing its inability to pay its debts as they become due, files a voluntary petition of bankruptcy, is adjudicated a bankrupt or (D) an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of the petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders shall take any action looking to authorize its dissolution or effect liquidation; (e) Within thirty (30) days after the commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty (30) days after the appointment without Lessee's consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated; (f) Lessee defaults in the payment of any monetary obligation in excess of $25,000 with respect to a loan agreement or other indebtedness involving a total outstanding obligation in excess of $1,000,000 at the time of such default, and such default is not waived within fifteen days of the occurrence thereof, or within fifteen days after the application of any applicable grace or cure period, whichever is longer; (g) Intentionally deleted. (h) Lessee sells all or substantially all of its assets or consolidates with or merges into any other entity. Upon the occurrence of an Event of Default, Lessor may at its option do any one or more of the following: (i) by notice to Lessee terminate this Lease as to any or all Equipment Schedules; (ii) whether or not this Lease is terminated as to any or all Equipment Schedules, take possession on not less than five (5) days' written notice of any or all of the Equipment listed on any or all Equipment Schedules, wherever situated, and for such purpose, enter upon any premises without liability for so doing or Lessor may cause Lessee and Lessee hereby agrees, to return said Equipment to Lessor as provided in this Lease; (iii) recover from Lessee, as liquidated damages for loss of a bargain and not as a penalty, all past due amounts as well as an amount equal to the present value of all monies to be paid by Lessee during the remaining Initial Term or any successive period then in effect, calculated by discounting at the rate of nine percent (10%) per annum compounded monthly, which payment shall become immediately due and payable; and (iv) sell, dispose of, hold, use or lease any Equipment as Lessor in its sole discretion may determine (and Lessor shall not be obligated to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar equipment owned or leased by Lessor). In the event that Lessee shall have first paid to Lessor or its assigns the liquidated damages referred to in (iii) above, Lessee shall (except if Lessee has defaulted under Section 9 (e) or 9 (f) in which case Lessee’s rights shall be determined by applicable bankruptcy law) be entitled to purchase, for a period of thirty (30) days after any such payment is made, all of the equipment to which the liquidated damages payment applies at the fair market value of the equipment; provided, however, that such fair market value shall not exceed any limitation specified in the relevant Equipment Schedule. In the event that Lessee elects not to purchase any of the actions set forth above equipment to which the liquidated damages payment applies, Lessee shall thereafter be entitled to receive all rentals or proceeds received from any reletting or sale of the Equipment during the balance of the Initial Term (after deduction of Lessor's expected residual value of the Equipment at the expiration of the Initial Term or any extension thereof, which shall not be in this subsection 3 (iv); orexcess of the limitations on the calculation of fair market value in any such Equipment Schedule covering the equipment in question, and of all expenses incurred in connection therewith) said amount never to exceed the amount of the liquidated damages paid by Lessee. Lessee agrees that Lessor shall have no obligation to sell the Equipment. Lessee shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses incurred by Lessor or its assigns on account of such default including but not limited to all court costs and reasonable attorney's fees. Lessee hereby agrees that, in any event, it will be liable for any deficiency after any lease or other disposition of the Equipment. The rights afforded Lessor hereunder shall not be deemed to be exclusive, but shall be in addition to any rights or remedies provided by law.

Events of Default and Remedies. (a) Any Each of the following acts or occurrences shall constitute a “Lease Event of Default” hereunder: (i) default in the payment of the Purchase Price or the Termination Value on the Cancellation Date or the Purchase Closing Date, as applicable, or in the payment of the Purchase Price or the Final Rent Payment, as applicable, on the Lease Termination Date; or the default in the payment when due of any Basic Rent and the continuance of such default for 5 Business Days thereafter; or the default in the payment when due of any Supplemental Rent, the amount of any Indemnified Risk or any other amount due hereunder or under any other Operative Document and the continuance of such default for 30 days thereafter; or (ii) any representation or warranty made or deemed made by the Lessee herein shall be false or misleading in any material respect on the date made or deemed made; or (iii) an Event of Default under the Investment Agreement (other than a Limited Recourse Event of Default); (iv) the Lessee shall fail to observe or perform any covenant or agreement contained in Sections 12, 26 and 27 of this Lease; or (v) the Lessee shall fail to observe or perform any covenant or agreement contained (other than those covered by subsections (i) or (iv) above), and such failure shall not have been cured within 10 days, with respect to any covenant contained in Section 14 of this Lease, and 30 days, with respect to any other provision hereof, after the earlier to occur of (A) written notice thereof has been given to the Lessee by the Lessor (acting, in accordance with Section 9.02(a) of the Investment Agreement, of its own accord or at the request of the Majority Funding Parties) or (B) the chief financial, chief operating, chief legal or chief accounting officer of the Lessee or the Guarantor otherwise becomes aware of any such failure; or (vi) Lessee shall abandon the Facility; provided however that for purposes of this Section 17(a)(vi), the term “abandon” shall not include the mere failure of Lessee to occupy the Facility so long as Lessee continues to perform its obligations hereunder and other Operative Documents including without limitation maintenance of the Facility, maintenance of required insurance, compliance with Governmental Requirements and Insurance Requirements and payment of all Rent. (b) Subject to Section 9.02 of the Investment Agreement, upon the occurrence and during the continuance of any Lease Event of Default, as determined by the Lessor, the Lessor (acting, in accordance with Section 9.02(a) of the Investment Agreement, of its own accord or at the direction of the Majority Funding Parties) may do any one or more of the following events which shall have occurred and be continuing shall constitute an event (without prejudice to the obligations of default ("Event of Default"the Lessee under Section 15(b)(i)(A)): (i) Default proceed by appropriate judicial proceedings, either at law, in equity or in bankruptcy, to enforce performance or observance by the payment Lessee of interest upon the applicable provisions of this NoteLease, or to recover damages for the breach of any such provisions, or any other equitable or legal remedy, all as and when the same Lessor shall become duedeem necessary or advisable; orand/or (ii) Default by notice to the Lessee, either (x) terminate this Lease in accordance with Section 15, whereupon the payment Lessee’s interest and all rights of the principal Lessee to the use of this Notethe Facility shall forthwith terminate subject to the Lessee’s rights under such Section 15 to acquire the Facility on the Purchase Closing Date as provided herein, as but the Lessee shall remain liable with respect to its obligations and when liabilities hereunder; or (y) terminate the same shall become dueLessee’s right to possession of the Facility or any part thereof; orand/or (iii) Default exercise any and all other remedies available under applicable law or at equity. (c) After the occurrence and during the continuance of a Cancellation Event or Termination Event, in the payment event the Lessor elects not to terminate this Lease and the Lessee has not exercised its option under Section 15(c), this Lease shall continue in effect and the Lessor may enforce all of the Lessor’s rights and remedies under this Lease, including, without limitation, the right to recover the Basic Rent and Supplemental Rent, and any other yield protection payments and other amounts with respect thereto, as it becomes due under this Lease or any other Operative Documents. For the purposes hereof, the following do not constitute a cancellation or termination of this Lease: (i) acts of maintenance or preservation of the Facility or any part thereof, (ii) efforts by the Lessor to relet the Facility or any part thereof, including, without limitation, termination of any other obligation sublease of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note Facility and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry removal of any order for relief tenant from the Site, (iii) or the appointment of a receiverreceiver upon the initiative of the Lessor to protect the Lessor’s interest under this Lease. (d) If (i) on the Lease Termination Date, trusteethe Facility is not acquired by the Lessee or its designee by payment of the Purchase Price, custodian or other similar official (ii) on the Cancellation Date, the Lessee or its designee has defaulted in its obligation to acquire the Facility and pay the Purchase Price, or if applicable, the Termination Value, in accordance with Lessee’s election under Section 15(b)(ii), then the Lessor shall have the immediate right of possession of the Facility and the right to enter onto the Site and to remove any and all of the Property comprising the Facility, and the Lessor may thenceforth hold, possess and enjoy the Facility free from any rights of the Lessee and any Person claiming by, through or under the Lessee. The Lessor shall be under no liability by reason of any such repossession or the Facility or entry onto the Site. (e) Should the Lessor elect to repossess the Facility or any part thereof upon cancellation or termination of this Lease or otherwise in the exercise of the Lessor’s remedies, the Lessee shall peaceably quit and surrender the Facility or any such part thereof to the Lessor and either (i) deliver possession of the Facility to the Lessor or (ii) allow Lessor or its agents or assigns to enter onto the Facility and the Site to remove any and all of the Property comprising the Facility at the expense of the Lessee, and neither the Lessee nor any Person claiming through or under the Lessee shall thereafter be entitled to possession or to remain in possession of the Facility or any part thereof but shall forthwith peaceably quit and surrender the Facility to the Lessor. (f) At any time after the repossession of the Facility or any part thereof, whether or not this Lease shall have been cancelled or terminated, the Lessor may (but shall be under no obligation to) relet the Facility or the applicable part thereof without notice to the Lessee, for such term or terms and on such conditions and for such usage as the Company or Lessor in its sole and absolute discretion may determine. The Lessor may collect and receive any subsidiary rents payable by reason of such reletting, and the Lessor shall not be liable for any failure to relet the Facility or for any substantial part failure to collect any rent due upon any such reletting. (g) The remedies herein provided in case of a Lease Event of Default are in addition to, and without prejudice to, the Lessee’s continuing obligations under Section 15(b)(ii), and shall not be deemed to be exclusive, but shall be cumulative and shall be in addition to all other remedies existing at law, in equity or in bankruptcy. The Lessor may exercise any remedy without waiving its propertyright to exercise any other remedy hereunder or existing at law, in equity or in bankruptcy. (h) No waiver by the Lessor hereunder of any Default or Event of Default shall consent constitute a waiver of any other or subsequent Default or Event of Default. To the extent permitted by applicable law, the Lessee waives any right it may have at any time to require the Lessor to mitigate the Lessor’s damages upon the occurrence of a Default or Event of Default by taking any action or exercising any remedy that may be available to the commencement against it Lessor, the exercise of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in remedies hereunder being at the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any discretion of the actions set forth above in this subsection 3 (iv); orLessor.

Events of Default and Remedies. The occurrence of any one of the following shall constitute an Event of Default hereunder: (a) Any one Lessee fails to pay an installment of rent on or more of before the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default in the payment of interest upon this Note, as and date when the same shall become due; orbecomes due and payable and such failure continues for a period of ten days; (iib) Default in the payment Lessee attempts to remove, sell, transfer, encumber, sublet or part with possession of the principal of this NoteEquipment or any items thereof, except as and when the same shall become due; orexpressly permitted herein; (iiic) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company Lessee shall fail to observe or perform any of the other obligations required to be observed or observe any affirmative covenant contained in this Note performed by Lessee hereunder and such Default, if capable of being remedied, failure shall not have been remedied ten continue uncured for thirty (1030) days after written notice thereof shall have been given to Lessee by Lessor or the Holder to the Company; orthen assignee hereof; (vd) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventLessee ceases doing business as a going concern, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file makes an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; , admits in writing its inability to pay its debts as they become due, files a voluntary petition of bankruptcy, is adjudicated a bankrupt or (D) an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of the petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders shall take any action looking to authorize its dissolution or liquidation; (e) Within sixty (60) days after the commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within sixty (60) days after the appointment without Lessee's consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated; (f) Lessee defaults in the performance or observation of any material term, condition or covenant of its loan agreement, with Silicon Valley Bank ("SVB"), and SVB accelerates the obligations of Lessee due thereunder, or if Lessee is in default in the payment of any obligation in excess of $75,000.00 with respect to any other loan agreement, indenture, trust agreement, lease or similar agreement to which it is a party or by which Lessee is bound and such default continues beyond any applicable cure period; (g) Lessee enters into any transaction, the effect of which adversely affects (i) a material portion of Lessee's business value and (ii) the ability of Lessee, in Lessor's reasonable judgment, to repay Lessee's obligations under the Lease as they become due. Lessee shall have sixty days, after notice thereof, to cure the default set forth in this Section 9 (g). Upon the occurrence of an Event of Default, Lessor may at its option do any one or more of the actions set forth above following: (i) by notice to Lessee terminate this Lease as to any or all Equipment Schedules; (ii) whether or not this Lease is terminated as to any or all Equipment Schedules, take possession on not less than three (3) days' notice of any or all of the Equipment listed on any or all Equipment Schedules, wherever situated, and for such purpose, enter upon any premises without liability for so doing or Lessor may cause Lessee and Lessee hereby agrees, to return said Equipment to Lessor as provided in this subsection 3 Lease; (iii) recover from Lessee, as liquidated damages for loss of a bargain and not as a penalty, all past due amounts as well as an amount equal to the present value of all monies to be paid by Lessee during the remaining Initial Term or any successive period then in effect, calculated by discounting at the rate of six percent (6%) per annum compounded monthly, which payment shall become immediately due and payable; and (iv) sell, dispose of, hold, use or lease any Equipment as Lessor in its sole discretion may determine in accordance with the Uniform Commercial Code (and Lessor shall not be obligated to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar equipment owned or leased by Lessor); or. In the event that Lessee shall have first paid to Lessor or its assigns the liquidated damages referred to in (iii) above, Lessee shall thereafter be entitled to receive all rentals or proceeds received from any reletting or sale of the Equipment during the balance of the Initial Term (after deduction of Lessor's expected residual value of the Equipment at the expiration of the Initial Term or any extension thereof and of all expenses incurred in connection therewith) said amount never to exceed the amount of the liquidated damages paid by Lessee. Lessee agrees that Lessor shall have no obligation to sell the Equipment. The preceding sentence shall not affect Lessor's obligation to mitigate its damages in accordance with applicable law. Lessee shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses incurred by Lessor or its assigns on account of such default including but not limited to all court costs and reasonable attorney's fees. Lessee hereby agrees that, in any event, it will be liable for any deficiency after any lease or other disposition of the Equipment. The rights afforded Lessor hereunder shall not be deemed to be exclusive, but shall be in addition to any rights or remedies provided by law.

Events of Default and Remedies. (a) Any one or more If any of the following events which shall have occurred occur and be continuing (each such event shall constitute be an event of default ("“Event of Default"”): (i) Default any representation or warranty made by the District in the payment of interest upon any Financing Document or in any certificate, agreement, report instrument or statement contemplated by or made or pursuant to or in connection with this Note, as and Agreement shall prove to have been false or misleading in any material respect when the same shall become due; ormade; (ii) Default in failure of the District to make any payment of the principal of this Noteor interest on the Loan, the Series 2018 Note or any other Payment Obligation as and when the same shall become due; or; (iii) Default in failure of the District to make any payment of any amount when due under this Agreement (other obligation of the Company in an amount in excess of $100,000; or (ivthan a Payment Obligation) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, default shall not have been remedied ten continue for thirty (1030) days after written notice thereof of such default shall have been given to the District by the Holder Lender; (iv) Failure of the District to observe or perform the covenants set forth in Sections 9(a)(iii), 10(b), 10(c), 10(d) or 10(f) of this Agreement and such default shall continue for thirty (30) days after written notice of such default shall have been given to the Company; orDistrict by the Lender; (v) The Company failure of the District to observe or perform any subsidiary (A) other covenant set forth in this Agreement and such failure shall institute any proceeding or voluntary case have continued for 180 consecutive days; provided that if the District is diligently seeking to adjudicate cure such Event of Default it may, by written notice to the Lender (which shall include detailed information regarding the actions being taken to cure), request up to an additional sixty (60) days to cure such Event of Default, and the Lender shall not unreasonably reject such request; (vi) the District makes an assignment for the benefit of creditors, enters into a composition agreement with creditors, files a petition in bankruptcy (to the extent permitted by law), is unable generally to pay its debts as they come due, is insolvent or bankrupt or insolvent, there is entered any order or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, decree granting relief or composition of it or its debts in any involuntary case commenced against the District under any law relating to applicable bankruptcy, insolvency or reorganization other similar law now or relief of debtorshereafter in effect, or seeking if the entry of District petitions or applies to any order tribunal or governmental entity for relief or the appointment of a any receiver, trustee, liquidator, assignee, custodian or sequestrator (or other similar official for such official) of the Company District or any subsidiary or for of any substantial part of its propertythe District’s assets, or the District commences any case or proceeding in a court of law for a reorganization, readjustment of debt, dissolution, liquidation or other similar procedure under the law or statutes of any jurisdiction, whether now or hereafter in effect, or if there is commenced against the District any such case or proceeding in a court of law which remains undismissed or shall consent not be discharged or vacated, or such jurisdiction shall not be relinquished or the District shall not have commenced proceedings to the commencement against it of dismiss such a proceeding or case, within sixty (60) days after commencement, or shall file an answer the District by any act indicates its consent to, approval of, or acquiescence in any such case or proceeding in a court of law, or to an order for relief in an involuntary case commenced against it consenting to or acquiescing in the commencement of District under any such case or proceedinglaw, or shall consent to or acquiesce in the appointment of such a any receiver, trustee, custodian liquidator, assignee, custodian, sequestrator (or other similar official) for the District or a substantial part of the District’s assets, or if the District takes any action for the purposes of effecting the foregoing; (B) shall be or if the District becomes a debtor in a bankruptcy case or otherwise adjusts its debts under judicial administration or otherwise restructures its debts generally or is insolvent, bankrupt or unable to pay meet its debts as such debts they become due, ; (vii) any material provision of this Agreement or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions other Financing Documents shall cease to be valid and binding; or the District shall deny that it has any or further liability hereunder or under any of the other Financing Documents; (viii) the District shall default in the payment of any principal of or premium, if any, or interest on any of its Parity Debt, or the District shall default in the performance of any agreement (including any related financing document) under which any such Parity Debt is created if the effect of such default is to cause such Parity Debt to become, or to permit any holder or beneficiary thereof, or a trustee on behalf thereof, with notice if required, to declare such Parity Debt to be due prior to its stated maturity or scheduled payment date, whether pursuant to acceleration, mandatory tender, mandatory redemption or otherwise, after any applicable cure and payment periods, or a moratorium shall have been imposed by or with respect to the District with respect to any of its Parity Debt, or the occurrence of any of the foregoing may (in the reasonable judgment of the Lender) have a material adverse effect on the ability of the District to perform its obligations hereunder or under any Financing Document to which it is a party; (ix) an “Event of Default” occurs as defined in any of the other Financing Documents or under any Lender Agreement; (x) any Parity Debt is declared to be in default by the holder thereof, and the holder of the Parity Debt has accelerated the maturity of the Parity Debt; or (xi) the District contests its Payment Obligations. (b) Upon the occurrence of any Event of Default set forth above in this subsection 3 Sections 11(a)(ii) and (iviii); or, the Lender may (A) direct the Paying Agent to apply amounts on deposit in the Skyland TIF Fund, the Debt Service Fund and the Redemption Fund to immediately pay any amounts of principal of and interest currently due on the Series 2018 Note and (B) direct the Paying Agent to notify the District to allocate the Available Increment, in accordance with the provisions of the Paying Agent Agreement, to cure any shortfall in the payments due pursuant to Section 11(b)(A) above. Upon the occurrence of any other Event of Default, the Lender may exercise, or cause to be exercised, any and all remedies it may have under any Financing Document or as otherwise available at law or in equity, including, without limitation, specific performance, mandamus or injunctive relief. (c) Notwithstanding the exercise of any other remedies provided for herein, upon the occurrence and during the continuance of any Event of Default, the Series 2018 Note and any amounts due hereunder shall bear interest at the Default Rate.

Events of Default and Remedies. (a) Any one or more Each of the following events which shall have occurred and be continuing shall constitute an event of default ("an “Event of Default"):”) under this Note: (ia) Default Obligor shall have defaulted in the payment of interest upon all or any part of the Accrued Interest or the Principal Amount due under or pursuant to this Note, Note or any other Series A Note as and when the same shall become due and payable, and such default shall have continued for five (5) days after the date such payment was due; or; (b) Any Obligor, pursuant to or within the meaning of Title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively, “Bankruptcy Law”) shall have (i) commenced a voluntary case or proceeding, (ii) Default consented to the entry of an order for relief against it in the payment of the principal of this Notean involuntary case or proceeding, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail consented to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary of it or for any substantial part all or substantially all of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (Biv) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make made a general assignment for the benefit of creditors; its creditors or (Dv) admitted in writing its inability generally to pay its debts as the same become due; (c) a court of competent jurisdiction shall take have entered an order or decree under any action to authorize Bankruptcy Law that: (i) is for relief against any Obligor in an involuntary case, (ii) appoints a custodian of any Obligor or effect any for all or substantially all of the actions set forth above property of any Obligor or (iii) orders the liquidation of any Obligor, and in any such case such order or decree shall not have been withdrawn, dismissed or stayed for sixty (60) days; (d) Any Obligor shall have defaulted with respect to the payment of any indebtedness other than the Series A Notes in an aggregate amount of in excess of [ ] ( ), or any other event of default shall have occurred under any such indebtedness, which default has resulted in the acceleration of such indebtedness and such indebtedness shall not have been paid, or such acceleration rescinded, within forty-five (45) days from the date of such default; (e) the institution by any Obligor of any liquidation, dissolution or winding up of the affairs of Obligor without sufficient reserves to redeem this subsection 3 Note in accordance with its terms prior to such event; (f) If at any time while this Note is outstanding, (i) any Obligor, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Obligor with or into another person, (ii) any Obligor, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Obligor or another person) is completed pursuant to which holders of Common Stock of ProPhase (“Common Stock”) are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) ProPhase, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) ProPhase, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person whereby such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination. Notwithstanding the foregoing, nothing herein shall restrict or prohibit ProPhase and the Obligors from implementing an internal corporate restructuring, including by merger, consolidation, transfer of assets, or otherwise. If an Event of Default shall have occurred and be continuing, Requisite Holder(s), by notice in writing to Obligor and to the Collateral Agent (the “Acceleration Notice”), may declare the unpaid Principal Amount hereunder and all unpaid Accrued Interest hereon to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable; orprovided, however, that, if an Event of Default specified in Section 2(b) or 2(c) above shall have occurred, the unpaid Principal Amount hereunder and all Accrued Interest hereon shall become and be immediately due and payable without any declaration or other act on the part of the Requisite Holders. If any Event of Default shall have occurred, Obligor shall reimburse Holder, on demand, for any and all reasonable costs and expenses, including reasonable documented attorneys’ fees and court costs, incurred by Holder in collecting or otherwise enforcing this Note.

Events of Default and Remedies. (a) Any one or more The occurrence of any of the following events which shall have occurred and be continuing shall constitute an event of default (individually or collectively, herein called an "Event of DefaultEVENT OF DEFAULT"):) under this Note: (ia) Default in Maker shall fail to pay any of the payment principal of or accrued interest upon on this Note, as Note when due and when such failure shall not be remedied within five days after the same shall become dueoccurrence thereof; or (iib) Default in the payment of the principal of this Note, as and when the same Maker shall become due; or (iii1) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail apply for or consent to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company liquidator of itself or any subsidiary of all or for any a substantial part of its propertyassets, (2) be adjudicated a bankrupt or shall consent to the commencement against insolvent or file a voluntary petition for bankruptcy or admit in writing that it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be is unable to pay its debts as such debts they become due, or shall admit in writing its inability to apply its debts generally; (C3) shall make a general assignment for the benefit of creditors; , (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy laws, or (D5) shall file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or take any corporate action to authorize or effect for the purpose of effecting any of the actions set forth above foregoing; or (c) An order shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of Maker or appointing a receiver, trustee, or liquidator of Maker, or of all or substantially all of its assets, and such order, judgment or decree shall continue unstayed and in effect for a period of 30 days. Upon or at any time after the occurrence of any Event of Default, the holder of this Note shall have and may exercise, at its election, from time to time any and all rights and remedies afforded by this Note, at law, in equity or otherwise, including, without limitation, (a) exercising its rights under Section 4 hereof, if applicable; (b) reducing any claim to judgment; and (c) bringing suit or other proceedings before any appropriate court either for specific performance of any covenant or condition contained in this subsection 3 (iv); orNote or in aid of the exercise of any right granted herein to the holder of this Note.

Events of Default and Remedies. (a) Any Upon the occurrence of any one or more of the following events which shall have occurred and be continuing shall constitute (the "Events of Default," any one an event of default ("Event of Default"):), the party not in default shall have the right to exercise any rights or remedies available in this Lease, at law or in equity. Events of Default shall be: (i) Default in the payment Tenant's failure to pay when due any rental or other sum of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note money payable hereunder and such Default, if capable of being remedied, shall failure is not have been remedied cured within ten (10) days after written notice thereof shall have been given by the Holder to the Company; orthereof; (vii) The Company Failure by either party to perform any other of the terms, covenants or any subsidiary conditions contained in this Lease if not remedied within thirty (A30) days after receipt of written notice thereof, or if such default cannot be remedied within such period, such party does not within thirty (30) days after written notice thereof commence such act or acts as shall institute any proceeding be necessary to remedy the default and shall not thereafter complete such act or voluntary case seeking to adjudicate it acts within a reasonable time; (iii) Tenant shall become bankrupt or insolvent, or seeking dissolutionfile any debt or proceedings, liquidation, winding up, or file pursuant to any statute a petition in bankruptcy or insolvency or for reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order file a petition for relief or the appointment of a receiver, trustee, custodian receiver or other similar official trustee for all or substantially all of Tenant's assets and such petition or appointment shall not have been set aside within sixty (60) days from the Company date of such petition or any subsidiary or for any substantial part of its propertyappointment, or shall consent to the commencement against it of such a proceeding or case, or shall file if Tenant makes an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors, or petitions for or enters into an arrangement; or (iv) Tenant allows its leasehold estate to be taken under any writ of execution and such writ is not vacated or set aside within thirty (D30) days. (b) In addition to its other remedies, Landlord, upon an Event of Default by Tenant, shall take have the immediate right, after any action applicable grace period expressed herein, to authorize terminate and cancel this Lease and/or to reenter and remove all persons and properties from the Premises and dispose of such property as it deems fit, provided Landlord's actions shall be in accordance with applicable legal procedures. If Landlord reenters the Premises, it may either terminate this Lease or, from time to time without terminating this Lease, make such alterations and repairs as may be necessary or effect appropriate to relet the Premises and relet the Premises upon such terms and conditions as Landlord deems advisable without any responsibility on Landlord whatsoever to account to Tenant for any surplus rents collected. No retaking of possession of the actions set forth above Premises by Landlord shall be deemed as an election to terminate this Lease unless a written notice of such intention is given by Landlord to Tenant at the time of reentry; but, notwithstanding any such reentry or reletting without termination, Landlord may at any time thereafter elect to terminate for such previous default. Landlord will use reasonable efforts to mitigate its damages in the event of any such Event of Default by Tenant; provided, however, as used herein, the term "reasonable efforts to mitigate its damages" shall never be construed to require Landlord to make efforts to mitigate its damages in excess of the requirement to mitigate damages imposed upon Landlord under applicable North Carolina law in effect as of the date of this subsection 3 Lease. In the event of an elected termination by Landlord, whether before or after reentry, Landlord may recover from Tenant damages, including the costs of recovering the Premises, and Tenant shall remain liable to Landlord for the total amount of (ivi) the Annual Rental as would have been payable by Tenant hereunder for the remainder of the term, less (ii) the rentals actually received from any applicable reletting, or less the reasonable rental value of the Premises for the remainder of the term (which amount may, at Landlord's election, be accelerated to be due and payable in full, as of the Event of Default and recoverable as damages in a lump sum, in which event said amount shall be discounted to present value, using a discount rate equal to the then rate publicly announced by NationsBank of North Carolina, N.A., as its "prime" rate); or. In determining the Annual Rental which would be payable by Tenant subsequent to default, the Annual Rental for each Lease Year of the unexpired term shall be equal to the Annual Rental payable by Tenant for the last Lease Year prior to the default. If any rent owing under this Lease is collected by or through an attorney, Tenant agrees to pay Landlord's reasonable attorneys' fees to the extent allowed by applicable law.

Events of Default and Remedies. (aA) Any one or more Each of the following events which shall have occurred and be continuing shall constitute an event of default ("“Event of Default"):”: (i) Default a default in the payment when due (together with any applicable grace period) of interest upon this Note, as and when all or any part of the same shall become dueObligations; or (ii) Default an event of default stipulated in the payment Section 8.1 of the principal of this Note, as Credit Agreement shall occur and when the same shall become duebe continuing; or (iii) Default a default by the Owner occurs in the payment due and punctual observance of any other obligation of the Company covenants contained in an amount in excess subsections (A)(i), (B) (other than subclauses (iv), (vi) and (xiii) thereof), (G), (H), (J), (L), (M), (N), (O), (P), (Q), (S), (T), (U), (V) or (W) of $100,000Section 5 of this Mortgage; or (iv) The Company shall fail to perform or observe a default by the Owner occurs in the due and punctual observance of any affirmative covenant of the covenants contained in subsections (C), (E), (F), (I), (K), or (R) or subclauses (ii) and (iii) of subsection (A) and subclauses (iv), (vi) or (xiii) of subsection (B) of Section 5 of this Note Mortgage and such Default, if capable default continues unremedied for a period of being remedied, shall not have been remedied ten thirty (1030) days after written notice thereof shall have been given by the Holder to the Companydays; or (v) The Company it becomes impossible or unlawful for the Owner to fulfill any subsidiary (A) shall institute any proceeding of the covenants and obligations contained in this Mortgage and the Mortgagee considers that such impossibility or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or illegality will have a material adverse effect on its debts rights under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief this Mortgage or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; enforcement thereof. (B) If any Event of Default shall occur and be continuing, the Mortgagee shall be unable entitled: (i) to pay its debts as demand payment by written notice to the Owner of the Obligations, whereupon such debts become duepayment shall be immediately due and payable, anything contained in the Credit Agreement, the Note, this Mortgage or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions other relevant Transaction Documents to the contrary notwithstanding and without prejudice to any other rights and remedies of the Mortgagee or the Creditors, as the case may be, under the Credit Agreement, the Note, this Mortgage or any of the other relevant Transaction Documents, provided, however, that if, before any sale of the Vessel, all defaults shall have been remedied in a manner satisfactory to the Mortgagee, the Mortgagee may waive such defaults by written notice to that effect to the Owner; but no such waiver shall extend to or affect any subsequent or other default or impair any rights and remedies consequent thereon; (ii) at any time and as often as may be necessary to take any such action as the Mortgagee may in its discretion deem advisable for the purpose of protecting the security created by this Mortgage and each and every expense or liability (including reasonable fees of counsel) so incurred by the Mortgagee in or about the protection of such security shall be repayable to it by the Owner promptly after demand, together with interest thereon at the rate provided for in Section 5(Q) hereof from the date whereon such expense or liability was incurred by the Mortgagee. The Owner shall promptly execute and deliver to the Mortgagee such documents or cause promptly to be executed and delivered to the Mortgagee such documents, if any, and shall promptly do and perform such acts, if any, as in the opinion of the Mortgagee or its counsel may be necessary or advisable to facilitate or expedite the protection, maintenance and enforcement of the security created by this Mortgage; (iii) to exercise all the rights and remedies in foreclosure and otherwise given to the Mortgagee by any applicable law, including those under the provisions of the Ship Mortgage Act; (iv) to take possession of the Vessel, wherever the same may be, without prior demand and without legal process (when permissible under applicable law) and cause the Owner or other Person in possession thereof forthwith upon demand of the Mortgagee to surrender to the Mortgagee possession thereof as demanded by the Mortgagee, and by notice to the Owner, request that the crew be ordered to remain onboard the Vessel, that the Master of the Vessel be ordered to sail the Vessel at the cost of the Owner to any port designated by the Mortgagee and/or that the Owner take such action regarding the Vessel as may be requested by the Mortgagee; (v) to require that all policies, contracts and other records relating to the Insurances (including details of and correspondence concerning outstanding claims) be forthwith delivered to such adjusters, brokers or other insurers as the Mortgagee may nominate; (vi) to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurances or any of them and to take over or institute (if necessary using the name of the Owner) all such proceedings in connection therewith as the Mortgagee in its absolute discretion deems advisable and to permit the brokers through whom collection or recovery is effected to charge the usual brokerage therefor; (vii) to discharge, compound, release or compromise claims against the Owner in respect of the Vessel which have given or may give rise to any charge or lien on the Vessel or which are or may be enforceable by proceedings against the Vessel; (viii) to take appropriate judicial proceedings for the foreclosure of this Mortgage and/or for the enforcement of the Mortgagee's rights hereunder or otherwise; recover judgment for any amount due by the Owner in respect of the Credit Agreement, the Note, this Mortgage, or any of the other relevant Transaction Documents and collect the same out of any property of the Owner; (ix) to sell the Vessel at public auction, free from any claim of or by the Owner of any nature whatsoever by first giving notice of the time and place of sale with a general description of the property in the following manner: (a) by publishing such notice for ten (10) consecutive days in a daily newspaper of general circulation published in New York City; (b) if the place of sale should not be New York City, then also by publication of a similar notice in a daily newspaper, if any, published at the place of sale; and (c) by sending a similar notice by facsimile confirmed by registered mail to the Owner at its address hereinafter set forth at least fourteen (14) days prior to the date of sale; Such sale of the Vessel may be held at such place as the Mortgagee in such notices may have specified, or such sale may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale and without further notice or publication the Mortgagee may make such sale at the time and place to which the same shall be so adjourned; and such sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at such sale. (x) pending sale of the Vessel (either directly or indirectly) to manage, charter, lease, insure, maintain and repair the Vessel and to employ or lay up the Vessel upon such terms, in such manner and for such period as the Mortgagee in its absolute discretion deems expedient and for the purpose aforesaid the Mortgagee shall be entitled to do all acts and things incidental or conducive thereto and in particular to enter into such arrangements respecting the Vessel, her insurance, management, maintenance, repair, classification and employment in all respects as if the Mortgagee were the owner of the Vessel and without being responsible for any loss thereby incurred; (xi) to recover from the Owner on demand any such losses as may be incurred by the Mortgagee in or about the exercise of the powers vested in the Mortgagee under Section 7(B)(x) above with interest thereon at the rate provided for in Section 5(Q) hereof from the date when such losses were incurred by the Mortgagee; and (xii) to recover from the Owner on demand all expenses, payments and disbursements (including reasonable fees and expenses of counsel) incurred by the Mortgagee in or about or incidental to the exercise by it of any of the powers vested in it hereunder together with interest thereon at the rate provided for in Section 5(Q) hereof from the date when such expenses, payments or disbursements were incurred by it; PROVIDED, ALWAYS, that any sale of the Vessel or any interest therein by the Mortgagee pursuant to and in compliance with Section 7(B)(ix) above shall operate to divest all right, title and interest of the Owner, its successors and assigns, in or to the Vessel so sold and upon such sale the purchaser shall not be bound to see or inquire whether the Mortgagee's power of sale has arisen in the manner herein provided and the sale shall be deemed to be within the power of the Mortgagee and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. In case the Mortgagee shall have proceeded to enforce any right, power or remedy under this subsection 3 (iv); orMortgage by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in every such case the Owner and the Mortgagee shall be restored to their former positions and rights hereunder with respect to the property, subject or intended to be subject to this Mortgage, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken.

Events of Default and Remedies. (a) Any 8.1 The entire unpaid principal amount of this Note, together with all accrued interest hereon, at the option of the holder of this Note exercised by written notice to the Maker at its principal executive offices, shall forthwith become and be due and payable if any one or more of the following events which (herein called "Events of Default") shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing shall constitute an event at the time of default ("Event of Default"):such notice, that is to say: (ia) Default if default shall be made in the payment of interest upon this Note, as due and when the same shall become due; or (ii) Default in the punctual payment of the principal of this Note, Note when and as and when the same shall become due and payable, whether at maturity, by acceleration or otherwise; (b) if default shall be made in the due and punctual payment of any interest on this Note when and as such interest shall become due and payable; (c) if default shall be made in the performance or observance of any of the other covenants, agreements or conditions of the Maker contained in this Note, and such default shall have continued for a period of 30 days after notice thereof by the holder hereof to the Maker; (d) if any representation made by the Maker contained herein shall prove to be inaccurate in any material respect when made, or if this Note shall cease to be enforceable in accordance with its terms against the Maker, or the Maker shall so state in writing; (e) if an Event of Default under any of the other Notes shall have occurred and be continuing, if the effect thereof is to cause the holder or holders thereof to cause such obligations, respectively, to become due prior to the date of stated maturity (unless such holder or holders shall subsequently have waived such Event of Default); (f) if the Maker shall: (i) admit in writing its inability to pay its debts generally as they become due or it shall generally not pay its debts as such debts became due; (ii) file a petition in bankruptcy or a petition to take advantage of any insolvency act; (iii) make an assignment for the benefit of creditors; (iv) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property; (v) on a petition in bankruptcy filed against it, be adjudicated a bankrupt; or (iiivi) Default in file a petition or answer seeking reorganization or arrangement under the payment of federal bankruptcy laws or any other obligation applicable law or statute of the Company in an amount in excess United States of $100,000; orAmerica or any State, district or territory thereof; (ivg) The Company if a court of competent jurisdiction shall fail to perform enter, except at the direct or observe any affirmative covenant contained in indirect request of the holder of this Note and such DefaultNote, if capable of being remediedan order, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventjudgment, or seeking dissolutiondecree appointing, liquidationwithout the consent of the Maker, winding up, reorganization, arrangement, adjustment, protection, relief a receiver of the Maker or composition of it the whole or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or approving a petition filed against it seeking reorganization or arrangement of the Maker under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof, and such order, judgment or decree shall consent not be vacated or set aside or stayed within 60 days from the date of entry thereof; or (h) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Maker or of the whole or any substantial part of its property and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control. 8.2 In the case any one or more of the Events of Default specified in Section 8.1 hereof shall have occurred and be continuing, the holder of this Note may proceed to protect and enforce its rights either by suit in equity and/or by action at law, whether for the specific performance of any covenant or agreement contained in this Note, or the holder of this Note may at its option exercised by written notice to the commencement against it Maker at its principal executive offices declare the unpaid principal balance hereof, together with all accrued interest thereon, immediately due and payable, and otherwise proceed to enforce the payment of such a proceeding all sums due upon this Note or caseto enforce any other legal or equitable right of the holder of this Note. In the event an Event of Default shall have occurred and the holder of this Note shall employ attorneys, or shall file an answer in any such case incur other costs and expenses for the collection of payments due or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit enforcement or performance or observance of creditors; any obligation or (D) shall take any action to authorize or effect any agreement of the actions set forth above Maker under this Note, the Maker agrees that it will pay to the holder, on demand, the reasonable fees of such attorney together with all other costs and expenses incurred by the holder. 8.3 No remedy herein conferred upon the holder of this Note is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. 8.4 No course of dealing between the Maker and the holder of this subsection 3 (iv); orNote or any delay on the part of the Holder hereof in exercising any rights hereunder shall operate as a waiver of any rights of the holder hereof.

Events of Default and Remedies. The occurrence of any one of the following shall constitute an Event of Default hereunder: (a) Any one Lessee fails to pay an installment of rent on or more of before the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default in the payment of interest upon this Note, as and date when the same shall become due; orbecomes due and payable and such failure continues for a period of five business days; (iib) Default in the payment Lessee attempts to remove, sell, transfer, encumber, sublet or part with possession of the principal of this NoteEquipment or any items thereof, except as and when the same shall become due; orexpressly permitted herein; (iiic) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company Lessee shall fail to observe or perform any of the other material obligations required to be observed or observe any affirmative covenant contained in this Note performed by Lessee hereunder and such Default, if capable of being remedied, failure shall not have been remedied continue uncured for ten (10) days after written notice thereof shall have been given to Lessee by Lessor or the Holder to the Company; orthen assignee hereof; (vd) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolventLessee ceases doing business as a going concern, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file makes an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; , admits in writing its inability to generally pay its debts as they become due, files a voluntary petition of bankruptcy, is adjudicated a bankrupt or (D) an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of the petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders shall take any action looking to authorize its dissolution or liquidation; (e) Within sixty (60) days after the commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within sixty (60) days after the appointment without Lessee's consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated; (f) Lessee defaults in the performance or observation of any material term, condition or covenant of any loan agreement, indenture, trust agreement, lease or similar agreement to which Lessee is a party or by which Lessee is bound involving an obligation by Lessee to pay more than $100,000 and such default continues beyond any applicable cure period; (g) Lessee enters into any transaction, the effect of which adversely affects (i) a material portion of Lessee's business value and (ii) the ability of Lessee, in Lessor's reasonable judgment, to repay Lessee's obligations under the Lease as they become due. Upon the occurrence of an Event of Default, Lessor may at its option do any one or more of the actions set forth above following: (i) by written notice to Lessee terminate this Lease as to any or all Equipment Schedules; (ii) whether or not this Lease is terminated as to any or all Equipment Schedules, take possession on not less than three (3) days' notice of any or all of the Equipment listed on any or all Equipment Schedules, wherever situated, and for such purpose, enter upon any premises without liability for so doing or Lessor may cause Lessee and Lessee hereby agrees, to return said Equipment to Lessor as provided in this subsection 3 Lease; (iii) recover from Lessee, as liquidated damages for loss of a bargain and not as a penalty, all past due amounts as well as an amount equal to the present value of all monies to be paid by Lessee during the remaining Initial Term or any successive period then in effect, calculated by discounting at the rate of six percent (6%) per annum compounded monthly, which payment shall become immediately due and payable; and (iv) sell, dispose of, hold, use or lease any Equipment as Lessor in its sole discretion may determine (and Lessor shall not be obligated to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar equipment owned or leased by Lessor); or. In the event that Lessee shall have first paid to Lessor or its assigns the liquidated damages referred to in (iii) above, Lessee shall thereafter be entitled to receive all rentals or proceeds received from any reletting or sale of the Equipment during the balance of the Initial Term (after deduction of Lessor's expected residual value of the Equipment at the expiration of the Initial Term or any extension thereof and of all expenses incurred in connection therewith) said amount never to exceed the amount of the liquidated damages paid by Lessee. Lessee agrees that Lessor shall have no obligation to sell the Equipment. Lessee shall in any event remain fully liable for reasonable damages as provided by law and for all reasonable costs and expenses incurred by Lessor or its assigns on account of such default including but not limited to all court costs and reasonable attorney's fees. Lessee hereby agrees that, in any event, it will be liable for any deficiency after any lease or other disposition of the Equipment. The rights afforded Lessor hereunder shall not be deemed to be exclusive, but shall be in addition to any rights or remedies provided by law.

Events of Default and Remedies. Section 4.1. Each of the following shall constitute an “event of default” hereunder: (a) Any one The Employer shall fail to make any payment required to be made by the Employer on or more prior to the date on which such payment is due and payable and such failure continues for a period of five (5) business days thereafter. (b) The Employer shall fail to observe and perform any other agreement, term or condition contained in this Agreement, if such failure continues for a period of thirty (30) days after notice of such failure is given to the following events which Employer by the Area School, or for such longer period as the Area School may agree to in writing; provided, that if the failure is of such nature that it cannot be corrected within the applicable period, such failure shall have occurred and be continuing shall not constitute an event of default so long as the Employer institutes curative action within the applicable period and diligently pursues such action to completion. ("Event of Default"): c) The Employer shall (i) Default in the payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when the same shall become due; or (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply pay its debts generallygenerally as they become due; (Cii) shall have an order for relief entered in any case commenced by or against it under the federal bankruptcy laws, as now or hereafter in effect; (iii) commence a proceeding under any other federal or state bankruptcy, insolvency, reorganization or other similar law, or have such a proceeding commenced against it and either have an order of insolvency or reorganization entered against it or have the proceeding remain undismissed and unstayed for 90 days; (iv) make a general an assignment for the benefit of creditors; or (Dv) have a receiver or trustee appointed for it or for the whole or any substantial part of its property. (d) Any representation or warranty made by the Employer herein or any statement in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or in connection with the sale of the Certificates shall at any time prove to have been false or misleading in any material respect when made or given. (e) The Employer shall cease operations at the Project Site. Upon the happening of an event of default specified in (c) above, all obligations of the Employer hereunder shall be and become immediately due and payable, and upon the happening of any other event of default the Area School may declare all obligations of the Employer hereunder to be immediately due and payable by written notice to the Employer, and upon the giving of such notice such obligations shall be and become immediately due and payable without any further action by the Area School. The declaration of an event of default under Subsection (c) above, and the exercise of remedies upon any such declaration shall be subject to any applicable limitations of federal bankruptcy law affecting or precluding such declaration or exercise during the pendency of or immediately following any bankruptcy, liquidation or reorganization proceedings. Section 4.2. Whenever an event of default shall have happened and be continuing, the Area School may take whatever action at law or in equity may appear necessary or desirable to collect the payments due and other amounts then due and thereafter to become due under this Agreement, or to enforce performance and observance of any other obligation or agreement of the Employer under this Agreement. Notwithstanding the foregoing, the Area School shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Area School at no cost or expense to the Area School. Any amounts collected as payments or applicable to payments and any other amounts which would be applicable to payment of principal and premium, if any, and interest on the Certificates collected pursuant to action taken under this Section shall be paid to authorize or effect any the holders of the actions set forth above Certificates for application to such payment. Section 4.3. No remedy conferred upon or reserved to the Area School by this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every remedy shall be cumulative and shall be in addition to every other remedy now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Area School to exercise any remedy reserved to it in this subsection 3 (iv); orArticle, it shall not be necessary to give any notice, other than such notice as may be expressly required herein. Section 4.4. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

Events of Default and Remedies. (a) Any An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events which shall have occurred occur and be continuing shall constitute an event of default ("Event of Default"):continuing: (ia) Default Maker shall fail to pay when due any principal of, or interest upon, this Note or any other Obligation and such failure shall continue for ten (10) days following the date Payee notifies Maker of such failure; (b) any representation or warranty made by Maker to Payee herein or in the payment Security Agreement shall prove to be untrue or inaccurate in any material respect and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of interest upon this Note, as and when the same such event; (c) default shall become due; or (ii) Default occur in the payment performance of any of the principal covenants or agreements of this Note, as Maker contained herein or in the Security Agreement and when such default shall continue for thirty (30) days following the same date Payee notifies Maker of such default; (d) default shall become due; or (iii) Default occur in the payment of any other obligation material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the Company in an amount in excess of $100,000; ormaturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (ive) The Company the Security Agreement shall fail cease to perform be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or observe shall in any affirmative covenant contained way be terminated or become or be declared ineffective or inoperative or shall in this Note and such Defaultany way whatsoever cease to give or provide the liens, if capable of being remediedsecurity interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall not have been remedied ten (101) days after written notice thereof shall have been given by the Holder apply for or consent to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, intervenor, custodian or other similar official for such the Company liquidator of itself or any subsidiary of all or for any a substantial part of its propertyassets, (2) be adjudicated a bankrupt or shall consent to the commencement against insolvent or file a voluntary petition for bankruptcy or admit in writing that it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be is unable to pay its debts as such debts they become due, or shall admit in writing its inability to apply its debts generally; (C3) shall make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; (g) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of Maker or appointing a receiver, trustee, intervenor or liquidator of Maker, or of all or substantially all of its or their assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) days; (h) Payee's liens, mortgages or security interests in any of the collateral for this Note should become unenforceable, or cease to be first priority liens, mortgages or security interests; (i) the dissolution or termination of Maker; (j) any final judgment(s) for the payment of money in excess of the sum of $100,000 in the aggregate shall be rendered against Maker and such judgment or judgments shall not be satisfied or discharged at least ten (10) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgments; or (Dk) any default or event of default shall take occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any action Event of Default hereunder or under the Security Agreement, then in any such event the holder hereof may, at its option, (i) declare the entire unpaid balance of principal of and accrued interest upon this Note and any other Obligation to authorize be immediately due and payable without presentment or effect notice of any kind which Maker waives pursuant to Section 3 --------- herein, (ii) reduce any claim to judgment; and/or (iii) pursue and enforce any of Payee's rights and remedies available pursuant to any applicable law or agreement including, without limitation, foreclosing all liens and security interests securing payment of all or any part hereof or thereof. The holder hereof agrees that, notwithstanding anything set forth herein to the contrary, in the event of a default hereunder or in the performance of any of the actions set forth above terms, covenants or conditions contained in any instrument or instruments given as security for the payment of this subsection 3 Note, which defaults do not involve the payment of money and for which the holder hereof elects to accelerate the maturity of the indebtedness evidenced hereby, the holder hereof shall, prior to such acceleration, give written notice of such default to Maker as and to the extent hereinafter provided, which notice shall be the only notice required to be given to Maker or others liable hereon. In the event that such default shall not be cured within ten (iv); or10) days from the effective date of such notice, then the holder hereof may, at such holder's option, without further or additional notice, and, in any event, without demand or presentment, declare the indebtedness evidenced by this Note at once due and payable. The foregoing is not intended and shall not be deemed under any circumstances to require the holder hereof to give notice of any type or nature to Maker in the event of default in the payment of any installment of principal or interest hereon, which notice, together with any demand or presentment hereof, are hereby expressly waived by Maker.

Events of Default and Remedies. 14.1 Notwithstanding anything hereinabove to the contrary, CIT may terminate this Financing Agreement immediately upon the occurrence of any of the following (herein “Events of Default”): (a) Any one or more cessation of the following events which shall have occurred business of the Company or the calling of a meeting of the creditors of the Company for purposes of compromising the debts and be continuing shall constitute an event obligations of default the Company; ("Event b) the failure of Default"):the Company to generally meet its debts as they mature; (i) Default in the payment commencement by the Company of interest upon this Noteany bankruptcy, as and when the same shall become dueinsolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law; or (ii) Default in the payment commencement against the Company, of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any federal or state law by creditors of the principal of this NoteCompany, as and when the same shall become due; or (iii) provided that such Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied be deemed an Event of Default if such proceeding is controverted within ten (10) days after written notice thereof shall have been given by and dismissed and vacated within thirty (30) days of commencement, except in the Holder to event that any of the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer actions sought in any such case proceeding shall occur or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) Company shall take any action to authorize or effect any of the actions set forth above in any such proceeding, or (iii) the commencement (x) by the Company’s subsidiaries, or any one of them, of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under any applicable state law, or (y) against the Company’s subsidiaries, or any one of them, of any involuntary bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceeding under applicable law, provided that such Default shall not be deemed an Event of Default if such proceeding is controverted within ten (10) days and dismissed or vacated within thirty (30) days of commencement, except in the event that any of the actions sought in any such proceeding shall occur or the Company’s subsidiaries, or any one of them, shall take action to authorize or effect any of the actions in any such proceeding; (d) breach by the Company of any warranty, representation or covenant contained herein (other than those referred to in sub-paragraph (e) below) or in any other written agreement between the Company or CIT, provided that such Default by the Company of any of the warranties, representations or covenants referred in this subsection clause (d) shall not be deemed to be an Event of Default unless and until such Default shall remain unremedied to CIT’s satisfaction for a period of ten (10) days from the date of such breach; (e) breach by the Company of any warranty, representation or covenant of Paragraphs 3.3 (other than the fourth sentence of Paragraph 3.3) and 3.4 of Section 3 hereof; Paragraphs 6.3 and 6.4 (other than the first sentence of Paragraph 6.4) of Section 6 hereof; Paragraphs 7.1, 7.5, 7.6, and 7.8 through 7.18 hereof; (f) failure of the Company to pay any of the Obligations within five (5) Business Days of the due date thereof, provided that nothing contained herein shall prohibit CIT from charging such amounts to the Revolving Loan Account on the due date thereof; (g) the Company shall (i) engage in any “prohibited transaction” as defined in ERISA, (ii) have any “accumulated funding deficiency” as defined in ERISA, (iii) have any “reportable event” as defined in ERISA, (iv) terminate any “plan”, as defined in ERISA or (v) be engaged in any proceeding in which the Pension Benefit Guaranty Corporation shall seek appointment, or is appointed, as trustee or administrator of any “plan”, as defined in ERISA, and with respect to this sub-paragraph (h) such event or condition (x) remains uncured for a period of thirty (30) days from date of occurrence and (y) could, in the reasonable opinion of CIT, subject the Company to any tax, penalty or other liability material to the business, operations or financial condition of the Company; (h) without the prior written consent of CIT and, except as permitted in the Subordination Agreement, the Company shall (x) amend or modify the Subordinated Debt, or (y) make any payment on account of the Subordinated Debt; (i) the occurrence of any default or event of default (after giving effect to any applicable grace or cure periods) under any instrument or agreement evidencing (x) Subordinated Debt or (y) any other Indebtedness of the Company having a principal amount in excess of $250,000 (including Indebtedness with respect to the GMAC Loan); (j) (i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of a percentage of the stock of the Company having the right to vote for the election of members of the Board of Directors which is in excess of the percentage of such stock beneficially owned by UM Holdings, Ltd. and its Affiliates, (ii) a majority of the members of the Board of Directors do not constitute Continuing Directors, (iii) the Company ceases to own, directly or indirectly, and control 100% of the outstanding stock of each of its subsidiaries (other than the Inactive Subsidiaries) existing on the Closing Date, (iv) Xxxx Xxxxxxxxx ceases for any reason whatsoever (other than as a result of death or disability) to be actively engaged in the management of the Company or (v) UM Holdings, Ltd. and/or its Affiliates shall at any time collectively own less than 40% of the issued and outstanding voting stock of the Company; (k) there shall remain in force, undischarged and unsatisfied for more than sixty (60) days, whether or not consecutive, without a stay of execution, any judgment against the Company or any of its subsidiaries that, with other outstanding final judgments, undischarged, against the Company or any of its subsidiaries exceeds in the aggregate $250,000.00; (l) any Loan Document is invalidated or declared null and void or otherwise ceases to be in full force and effect; (m) if at any time CIT’s security interest in the Collateral is impaired or invalidated or does not constitute a first priority perfected security interest (other than Permitted Encumbrances); (n) if any license, permit or qualification material to the business of the Company and its subsidiaries, on a consolidated basis, is terminated, cancelled or invalidated; or (o) if the validity or enforceability of any Loan Document is contested by the Company or if the Company denies liability thereunder. 14.2 Upon the occurrence of a Default and/or an Event of Default, at the option of CIT, all loans, advances and extensions of credit provided for in Sections 3, 4 and 5 of this Financing (a) all Obligations shall become immediately due and payable; (b) CIT may charge the Company the Default Rate of Interest on all then outstanding or thereafter incurred Obligations in lieu of the interest provided for in Section 8 of this Financing Agreement, provided that, with respect to this clause “(b)” CIT has given the Company written notice of the Event of Default, provided, however, that no notice is required if the Event of Default is the Event listed in Paragraph 10.1(c) of this Section 10, and (c) CIT may immediately terminate this Financing Agreement upon notice to the Company, provided, however, that upon the occurrence of an Event of Default listed in Paragraph 10.1(c) of this Section 10, this Financing Agreement shall automatically terminate and all Obligations shall become due and payable, without any action, declaration, notice or demand by CIT. The exercise of any option is not exclusive of any other option, which may be exercised at any time by CIT. 14.3 Immediately upon the occurrence of any Event of Default, CIT may, to the extent permitted by law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including any electronic records, contracts and signatures pertaining thereto), documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or CIT may use, at the Company’s expense, such of the Company’s personnel, supplies or space at the Company’s places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Company or CIT, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Company or CIT; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed Inventory, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at CIT’s sole option and discretion, and CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Company; (d) foreclose the security interests in the Collateral created herein or by the Loan Documents by any available judicial procedure, or to take possession of any or all of the Collateral, including any Inventory and/or Other Collateral without judicial process, and to enter any premises where any Inventory and/or Other Collateral may be located for the purpose of taking possession of or removing the same and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. CIT shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, in the name of the Company or CIT, or in the name of such other party as CIT 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 CIT in its sole discretion may deem advisable, and CIT shall have the right to purchase at any such sale. If any Inventory shall require rebuilding, repairing, maintenance, finishing or preparation, CIT shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory in such saleable form as CIT shall deem appropriate. The Company agrees, at the request of CIT, to assemble the Inventory and to make it available to CIT at premises of the Company or elsewhere and to make available to CIT the premises and facilities of the Company for the purpose of CIT’s taking possession of, removing or putting the Inventory in saleable form, including finishing. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from CIT’s exercise of any of the foregoing rights, (after deducting all charges, costs and expenses, including reasonable attorneys’ fees) shall be applied by CIT to the payment of the Obligations, whether due or to become due, in such order as CIT may elect, and the Company shall remain liable to CIT for any deficiencies, and CIT in turn agrees to remit to the Company or its 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. The Company hereby indemnifies CIT and holds CIT harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on CIT by reason of the exercise of any of its rights, remedies and interests hereunder, including, without limitation, from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its interests in Collateral (including pursuant to any claims brought by the Company, the Company as debtor-in-possession, any secured or unsecured creditors of the Company, any trustee or receiver in bankruptcy, or otherwise), and the Company hereby agrees to so indemnify and hold CIT harmless, absent CIT’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The foregoing indemnification shall survive termination of this Financing Agreement until such time as all Obligations (including the foregoing) have been finally and indefeasibly paid in full. In furtherance thereof CIT, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgment.

Events of Default and Remedies. (a) Any Each of the following events constitutes an “Event of Default” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Lessee fails to pay any Rent when due under this Lease and such failure continues for a period of ten (10) days; (ii) any representation or warranty made by Lessee in the Lease or in any other Lease Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Lessee (A) fails to obtain and maintain the insurance coverage required herein; or (B) fails to observe or perform any other covenant, condition or agreement under this Lease and, in the case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Lessee shall have consolidated with or merged with or into another entity, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Lessee (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the date such proceedings were initiated; (E) requests or consents to the appointment of a trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vi) Lessee fails to return the Equipment or fails to return the Equipment in the required condition at the expiration of the Term; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Lessee and any of its other creditors, (viii) a default shall have occurred and be continuing under any contract, agreement or document between Lessee and Lessor or any affiliate of Lessor; (ix) if Lessee’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in a Guaranty executed by any such Guarantor) shall occur; or (x) the owners of the capital stock or other units of ownership on the date of this Lease entitled to vote for the election of the board of directors of the Lessee or other similar governing body cease to own or do not have the unencumbered right to vote in the aggregate at least fifty percent (50%) of such capital stock or other ownership interest of Lessee. (b) Upon the occurrence of an Event of Default, Lessor may exercise any one or more of the following events remedies and any additional rights and remedies permitted by law (none of which shall have occurred be exclusive) and shall be continuing shall constitute an event entitled to recover all its reasonable costs and expenses including incidental and consequential damages (as described in Section 2A-530 of default ("Event of Default"):the Uniform Commercial Code) and attorneys’ fees in enforcing its rights and remedies: (i) Default Lessee shall upon demand assemble or cause to be assembled any or all of the Equipment at a location designated by Lessor; and/or to return promptly, at Lessee’s expense, any or all of the Equipment to Lessor at such location, in the payment condition and otherwise in accordance with all of interest upon this Note, as and when the same shall become dueterms of Section 14 hereof; orand/or (ii) Default in Lessor may itself or by its agents enter upon the payment premises of Lessee or any other location where the Equipment is located and take possession of and render unusable by Lessee any or all of the principal Equipment, wherever it may be located, without any court order or other process of this Note, as law and when the same shall become duewithout liability for any damages occasioned by such taking of possession; orand/or (iii) Default in the payment Sell, re-lease or otherwise dispose of any other obligation or all of the Company Equipment, whether or not in an amount in Lessor’s possession, at public or private sale with or without notice to Lessee, with the right of Lessor to purchase and apply the net proceeds of such disposition, after deducting all costs of such disposition (including but not limited to costs of transportation, possession, storage, refurbishing, advertising and brokers’ fees), to the obligations of Lessee under this Lease, with Lessee remaining liable for any deficiency and with any excess being retained by Lessor, or retain any and all of $100,000the Equipment; orand/or (iv) The Company shall fail Cancel such Equipment Schedule as to perform any or observe any affirmative covenant contained in this Note and such Default, if capable all of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the CompanyEquipment; orand/or (v) The Company Proceed by appropriate court action, either at law or in equity (including an action for specific performance), to enforce performance by Lessee to recover damages associated with such Event of Default; or exercise any other right or remedy available to Lessor at law or in equity; and/or (vi) By offset, recoupment or other manner of application, apply any security deposit, monies held in deposit or other sums then held by Lessor or any subsidiary affiliate of Lessor, and with respect to which Lessee has an interest, against any obligations of Lessee arising under this Lease or any other Lease Document, whether or not Lessee has pledged, assigned or granted a security interest to Lessor in any or all such sums as collateral for said obligations. (c) In addition to the foregoing, Lessee shall pay to Lessor on demand the sum of (i) any and all Rent which is then due or which has accrued to the date of demand and (ii) at Lessor’s option (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent an amount equal to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing Stipulated Loss Value (as set forth in the commencement related Equipment Schedule) as of such case the Rent Payment Date on or proceeding, immediately preceding the date of demand for the Items of Equipment as Lessor shall specify or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) all Basic Rent and all other sums, including any tax indemnities becoming due as a result of such Event of Default, for the Term (including any mandatory Renewal Term) and all amounts due upon the expiration of the Term including any return fees and/or any amounts due with respect to the mandatory purchase of the Equipment becoming due under this Lease from the date of demand to the Expiration Date for such Items of Equipment plus the assumed residual value of such Equipment (as determined by Lessor). The Lessor and Lessee agree that Lessor shall be unable entitled to such amount as damages for loss of bargain and not as a penalty and that such amount is reasonable in light of the anticipated harm to Lessor caused by an Event of Default. (d) If Lessee pays the full amount referred to in Section 16(c) to Lessor prior to the termination of this Lease as it relates to such Items of Equipment, title to the relevant Equipment shall immediately vest in Lessee without representation or warranty by Lessor. If Lessee fails to pay such amount and Lessor subsequently sells, releases or otherwise disposes of such Items of Equipment, the amount due from Lessee under Section 16(c) shall be reduced by an amount equal to (i) the actual cash proceeds received and retained by Lessor upon any sale or disposition or (ii) if Lessor leases such Equipment by a lease agreement substantially similar to this Lease, the present value of the rents (discounted at the Prime Rate as announced by Fifth Third Bank and in effect at the time of demand plus 2.00%) payable under such subsequent Lease for the remaining Term of this Lease (without regard to any Renewal Terms other than the then current Renewal Term (if applicable)), in each case, net of all costs and expenses incurred in connection with such sale, disposition or lease including any incidental damages. (e) A cancellation or termination hereunder shall occur only upon written notice by Lessor to Lessee, and only with respect to such Items of Equipment as Lessor specifically elects to cancel or terminate by such notice. Except as to any such Items of Equipment with respect to which there is a cancellation or termination, this Lease shall remain in full force and effect and Lessee shall be and remain liable for the full performance of all its debts as such debts become dueobligations under this Lease. (f) Lessee shall indemnify, defend and hold Lessor harmless for any loss, personal injury (including death), or shall admit in writing damage to property, suffered by Lessor, its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; employees or (D) shall take any action to authorize or effect any of its agents in connection with its entry onto the actions set forth above premises of Lessee or any third party hereunder, except to the extent resulting from the gross negligence or willful misconduct of Lessor. Each of the rights and remedies of Lessor hereunder and under the other Lease Documents is in addition to all of its other rights and remedies hereunder, under the other Lease Documents and under applicable law and nothing in this subsection 3 (iv); orLease or any other Lease Document shall be construed as limiting any such right or remedy. Lessor’s failure to exercise or delay in exercising any right, power or remedy available to Lessor shall not constitute a waiver or otherwise affect or impair its rights to the future exercise of any such right, power or remedy. Waiver by Lessor of any Event of Default shall not be a waiver by Lessor of any other or subsequent Events of Default.

Events of Default and Remedies. (a) Any one or more If any of the following events which shall have occurred occur and be continuing continuing: Table of Contents (a) (i) Failure to pay any principal of any Loan when due in accordance with the terms hereof (including any payment required by Section 3.6) or (ii) failure to pay any interest on any Loan or any other amount payable hereunder or under any of the other Loan Documents, when such interest or other amount becomes due in accordance with the terms thereof or hereof, and in the case of this clause (ii), the same shall constitute an event remain unremedied for a period of three (3) Business Days; or (b) Any representation or warranty made or deemed made by the Borrower or any Guarantor herein or in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any other Loan Document shall prove to have been incorrect or misleading in any material respect when made or deemed to be made; or (c) The Borrower shall default in the observance or performance of any covenant contained in any of Section 6.1(f), 6.4(i), 6.4(iii), 6.11, 6.12, 6.13 or Section 7 of the Agreement; or ("Event d) The Borrower or any Guarantor shall default in the observance or performance of Default"):any other obligation applicable to it contained in this Agreement or any other Loan Document (other than as provided in paragraph (a), (b) or (c) of this Section 8.1), and such default shall continue unremedied for a period of thirty (30) days after the occurrence thereof; or (i) Default The Borrower shall (A) default in the any payment of interest upon this Note, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, as and when or interest on any Indebtedness (other than the same shall become due; or (iiiLoans or Indebtedness under Swap Contracts) Default or in the payment of any other obligation Guarantee Obligation, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created, if the aggregate amount of the Company Indebtedness and Guarantee Obligations of the Borrower in an amount respect of which such default or defaults shall have occurred is at least $1,000,000; (B) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or such Guarantee Obligation (in each case involving the amounts specified in clause (A) above) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, the entirety of such Indebtedness to become due prior to its stated maturity (other than with respect to Indebtedness that is, by its terms, callable upon demand) or such Guarantee Obligation to become payable; or (C) default in the observance or performance of any obligation (payment or otherwise) under a Swap Contract that would allow the counterparty thereof to exercise a right to terminate its position under such Swap Contract, if the aggregate net exposure with regard to all such positions is in excess of $100,0001,000,000 or (ii) any default shall occur in the observance or performance of any agreement or condition relating to the Hartree Credit Facility, and as a result of such default the requisite lenders under the Hartree Credit Facility have elected to cause the entirety of the Indebtedness evidenced by the Hartree Credit Facility to become due prior to its stated maturity or the administrative agent or collateral agent for the lenders thereunder shall have commenced exercising remedies against all or a substantial portion of the collateral securing the Hartree Credit Facility, and such acceleration or exercise of remedies has not been rescinded; or (ivi) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such DefaultBorrower, if capable of being remediedSRLP, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company SRLPGP or any subsidiary Guarantor shall commence any case, proceeding or other action (A) shall institute under any proceeding existing or voluntary case future Law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, arrangement, liquidation, winding-up or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protectionwinding-up, liquidation, dissolution, composition or other relief or composition of with respect to it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebts, or (B) seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian custodian, conservator or other similar official for such the Company or any subsidiary it or for all or any substantial part of its propertyassets, or shall consent to the commencement against it of such a proceeding Borrower, SRLP, SRLPGP or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) Guarantor shall make a general assignment for the benefit of its creditors; Table of Contents or (ii) there shall be commenced against the Borrower or any Guarantor any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (Diii) there shall be commenced against the Borrower, SRLP, SRLPGP or any Guarantor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief with regard to all or any substantial part of its assets, which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Borrower, SRLP, SRLPGP or any Guarantor shall take any action to authorize in furtherance of, or effect indicating its consent to, approval of, or acquiescence in, any of the actions acts set forth above in this subsection 3 clause (i), (ii), or (iii) above; or (v) the Borrower, SRLP, SRLPGP or any Guarantor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (i) the Borrower or any Guarantor that is a fiduciary, party-in-interest or disqualified person with respect to a Plan shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; (ii) any failure to satisfy the minimum funding requirements of Section 412 or 430 of the Code, whether or not waived, shall occur with respect to any Single Employer Plan, a Single Employer Plan shall be determined to be “at risk” status within the meaning of Section 430 of the Code or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity; (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Single Employer Plan for purposes of Title IV of ERISA; (iv) any Single Employer Plan shall terminate pursuant to Section 4041(c) or 4042 of ERISA; (v) the Borrower or any Commonly Controlled Entity incur any liability in connection with a complete or partial withdrawal from, or the Insolvency or termination of, a Multiemployer Plan or a determination that any Multiemployer Plan is or is expected to be endangered, seriously endangered or in critical status, in each case within the meaning of Section 431 or 432 of the Code or Section 304 or 305 of ERISA, or the Borrower or any Commonly Controlled Entity fails to make any required contributions to a Multiemployer Plan pursuant to Section 431 or 432 of the Code; (vi) the failure of any Single Employer Plan to comply with any material provisions of ERISA and the Code (and applicable regulations under either) or with the material terms of such Single Employer Plan; (vii) the failure by the Borrower or any of its Commonly Controlled Entities to pay when due (after expiration of any applicable grace period) any installment payment with respect to Withdrawal Liability under Section 4201 of ERISA; (viii) the withdrawal by the Borrower or any of their respective Commonly Controlled Entities from any Single Employer Plan with two or more contributing sponsors or the termination of any such Single Employer Plan resulting in liability to the Borrower or any of their respective Commonly Controlled Entities pursuant to Section 4063 or 4064 of ERISA; (ix) the imposition of liability on the Borrower or any of its Commonly Controlled Entities pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (x) the occurrence of an act or omission which would give rise to the imposition on the Borrower or any of its Commonly Controlled Entities of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Single Employer Plan; (xi) the assertion of a material claim (other than routine claims for benefits) against any Single Employer Plan or the assets thereof, or against the Borrower or any of its Commonly Controlled Entities in connection with any Plan; (xii) receipt from the IRS of notice of the failure of any Single Employer Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Single Employer Plan (or any other Plan) to qualify for exemption from taxation under Section 501(a) of the Code; (xiii) the imposition of a Lien pursuant to Section 430(k) of the Code or pursuant to ERISA with respect to any Single Employer Plan; and in each case in clauses (i) through (xiii) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect; or

Events of Default and Remedies. (a) Any If any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event Events of Default"):) shall occur: (ia) Default Debtor shall fail to make any payment in respect of the payment of interest upon this Note, as and Liabilities when the same shall become due; or (iib) Default in the payment any certification, statement, representation, warranty or financial report or statement heretofore or hereafter furnished by or on behalf of Debtor or any guarantor of any or all of the principal Liabilities proves to have been false in any material respect at the time as of this Note, as and when which the same shall become duefacts therein set forth were stated or certified or has omitted any material contingent or unliquidated liability or claim against Debtor or any such guarantor; or (iiic) Default in the payment Debtor or any guarantor of any other obligation or all of the Company in an amount in excess of $100,000; or (iv) The Company Liabilities shall fail to perform or observe any affirmative covenant contained in this Note and such Defaultcovenant, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given condition or agreement to be performed or observed by the Holder to the Companyit hereunder or under any guaranty agreement; or (vd) The Company Debtor or any subsidiary (A) guarantor of any or all of the Liabilities shall institute be in breach of or in default in the payment and performance of any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law obligation relating to bankruptcy, insolvency any of the Other Liabilities; or (e) Debtor or reorganization or relief of debtors, or seeking the entry any guarantor of any order of Debtor's obligations hereunder shall be in breach of or in default in the payment or performance of any obligation owing to any bank, lender, lessor or financial institution, howsoever arising, present or future, contracted for relief or the appointment of a receiveracquired, trusteeand whether joint, custodian several, absolute, contingent, secured, unsecured, matured or other similar official for such the Company unmatured; or (f) Debtor or any subsidiary guarantor of any or all of the Liabilities shall cease doing business as a going concern, make an assignment for any substantial part the benefit of its propertycreditors, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply pay its debts generally; as they become due, file a petition commencing a voluntary case under any chapter of Title 11 of the United States Code entitled "Bankruptcy" (C) shall make the "Bankruptcy Code"), be adjudicated an insolvent, file a general assignment petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law, rule or regulation or file an answer admitting the benefit material allegations of creditors; a petition filed against it in any such proceeding, consent to the filing of such a petition or (D) shall acquiescence in the appointment of a trustee, receiver or liquidator of it or of all or any part of its assets or properties, or take any action looking to authorize its dissolution or liquidation; or (g) an order for relief against Debtor or any guarantor of any or all of the Liabilities shall have been entered under any chapter of the Bankruptcy Code or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Debtor or any guarantor of any or all of the Liabilities under any present or future statute, law, rule or regulation, or within thirty (30) days after the appointment without Debtor's or such guarantor's consent or acquiescence of any trustee, receiver or liquidator of it or such guarantor or of all or any part of its or such guarantor's assets and properties, such appointment shall not be vacated, or an order, judgment or decree shall be entered against Debtor or such guarantor by a court of competent jurisdiction and shall continue in effect for any period of ten (10) consecutive days without a stay of execution, or any execution or writ or process shall be issued under any action or proceeding against Debtor whereby the Equipment or its use may be taken or restrained; or (h) Debtor or any guarantor of any or all of the Liabilities shall suffer an adverse material change in its financial condition as compared to such condition as at the date hereof, including but not limited to, an adverse material change in Debtor's business, condition (financial or otherwise), operations, performance or properties or a material impairment of the abilities of Debtor to perform its obligations under its material agreements with its primary customers, and as a result of such change in condition Secured Party deems itself or any of the actions set forth above Equipment to be insecure; then and in any such event, Secured Party may, at the sole discretion of Secured Party, without notice or demand and without limitation of any rights and remedies of Secured Party under the Uniform Commercial Code, take any one or more of the following steps: (1) Declare all of the Time Balance to be due and payable, whereupon the same shall forthwith mature and become due and payable as provided for in paragraph 16 below, provided, however, upon the occurrence of any of the events specified in subparagraphs (f) and (g) above, all sums as specified in this subsection 3 clause (iv1) shall immediately be due and payable without notice to Debtor (the date on which Secured Party declares all of the Time Balance to be due and payable is hereinafter referred to as the "Declaration Date"); (2) proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any agreement contained herein, or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any other right, power or remedy granted hereby or by law, equity or otherwise; orand (3) at any time and from time to time, with or without judicial process and the aid or assistance of others, enter upon any premises wherein any of the Equipment may be located and, without resistance or interference by Debtor, take possession of the Equipment on any such premises, and require Debtor to assemble and make available to Secured Party at the expense of Debtor any part or all of the Equipment at any place or time designated by Secured Party; and remove any part or all of the Equipment from any premises wherein the same may be located for the purpose of effecting the sale or other disposition thereof; and sell, resell, lease, assign and deliver, grant options for or otherwise dispose of any or all of the Equipment in its then condition or following any commercially reasonable preparation or processing, at public or private sale or proceedings, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Equipment at the place of sale or other disposition, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such persons, firms or corporations as Secured Party shall deem best, all without demand for performance or any notice or advertisement whatsoever, except that Debtor shall be given five (5) business days' written notice of the place and time of any public sale or of the time after which any private sale or other intended disposition is to be made, which notice Debtor hereby agrees shall be deemed reasonable notice thereof. If any of the Equipment is sold by Secured Party upon credit or for future delivery, Secured Party shall not be liable for the failure of the purchaser to pay for same and in such event Secured Party may resell such Equipment. Secured Party may buy any part or all of the Equipment at any public sale and if any part or all of the Equipment is of a type customarily sold in a recognized market or which is the subject of widely distributed standard price quotations Secured Party may buy at private sale and may make payment therefor by application of all or a part of the Liabilities and of all or a part of any Other Liabilities. Any personalty in or attached to the Equipment when repossessed may be held by Secured Party without any liability arising with respect thereto, and any and all claims in connection with such personalty shall be deemed to have been waived unless notice of such claim is made by certified or registered mail upon Secured Party within three business days after repossession. Secured Party shall apply the cash proceeds from any sale or other disposition of the Equipment first, to the reasonable expenses of re-taking, holding, preparing for sale, selling, leasing and the like, and to reasonable attorneys' fees and other expenses which are to be paid or reimbursed to Secured Party pursuant hereto, and second, to all outstanding portions of the Liabilities and to any Other Liabilities in such order as Secured Party may elect, and third, any surplus to Debtor, subject to any duty of Secured Party imposed by law to the holder of any subordinate security interest in the Equipment known to Secured Party; provided however, that Debtor shall remain liable with respect to unpaid portions of the Liabilities owing by it and will pay Secured Party on demand any deficiency remaining with interest as provided for in paragraph 16 below.

Events of Default and Remedies. (a) Any If any one or more of the following events which (“Events of Default”) shall have occurred occur and be continuing shall constitute an event of default ("Event of Default"):continuing: (ia) Default in the payment The Issuer shall fail to pay any amount of principal or interest upon under this Note within ten (10) Business Days after such amount becomes due and payable under this Note, as and when the same shall become due; or (iib) Default The Issuer shall fail to comply with any other covenant, agreement or condition contained in the payment this Note within thirty (30) days after receipt of the principal written notice from Payee of this Note, as and when such failure stating that the same shall become dueis an Event of Default; or (iiic) Default Any representation or warranty made by the Issuer to the Payee herein shall be inaccurate or incomplete in the payment of any other obligation material respect when made and shall remain untrue or incomplete in any material respect as of the Company in 30th day after the date on which notice of such untrue or incomplete representation or warranty stating that the same is an amount in excess Event of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof Default shall have been given by the Holder Payee to the CompanyIssuer; or (vd) The Company Issuer shall generally not pay its debts as the same become due, or shall admit in writing its inability to pay such debts generally, or shall make a general assignment for the benefit of creditors; or any subsidiary (A) proceeding shall institute any proceeding be instituted by or voluntary case against it seeking to adjudicate it as a bankrupt or an insolvent, or seeking dissolution, liquidation, winding up, reorganization, reorganization arrangement, adjustment, protection, relief relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any an order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary it or for any substantial part of its property; and in the event of any proceeding being instituted against it, such proceeding shall remain undismissed or unstayed for a period of one hundred twenty (120) days or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing result in the commencement entry of such case or proceedingan order for relief, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian trustee or similar official; (B) shall be unable receiver or other adverse result to pay its debts as such debts become due, it or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) it shall take any action to authorize or effect authorized any of the actions set forth above above; then, and in any such event, the Payee may, by notice to the Issuer, declare all obligations of the Issuer hereunder (all such obligations, including, without limitation, principal and interest, collectively referred to herein as the “Obligations”) to be forthwith due and payable in full, whereupon the Obligations shall become and be forthwith due and payable in full, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Issuer. Following an Event of Default and the acceleration of the maturity date of the Obligations (whether automatically, by declaration or otherwise) and continuing (i) until such Event of Default is fully cured by the Issuer or waived by the Payee (in each case, in accordance with this subsection 3 Note) or (ivii) until the Obligations are paid in full, the Issuer shall pay interest (the “Default Interest”) on the unpaid principal amount of this Note at a rate per annum equal to 13.4257% (calculated on the basis of the actual number of days elapsed over a year of 365!366 days), and the Issuer agrees to pay all reasonable costs (including, without limitation, all reasonable attorneys’ fees and expenses) incurred by the Payee in connection with collection of the Obligations and enforcement of Payee’s rights under this Note, provided that the aggregate amount of such costs shall not exceed $100,000.00; orand provided, further, that any claim giving rise to such costs shall have been successfully adjudicated. Following an Event of Default and the acceleration of the maturity date of the Obligations (whether automatically, by declaration or otherwise), the proceeds of any payment or collection under this Note, and any other cash received by the Payee in connection with this Note shall be applied by the Payee first, to the payment of accrued and unpaid Default Interest; second, to the payment of accrued and unpaid regular interest at the rate set forth in the first paragraph of this Note; and finally, to the payment of the unpaid principal amount of this Note.

Events of Default and Remedies. (aA) Any one or more Each of the following events which shall have occurred and be continuing shall constitute an event of default ("“Event of Default"):”: (i) Default a default in the payment when due (together with any applicable grace period) of interest upon this Note, as and when all or any part of the same shall become dueObligations; or (ii) Default an event of default stipulated in the payment Section 8.1 of the principal of this Note, as Credit Agreement shall occur and when the same shall become duebe continuing; or (iii) Default a default by the Owner occurs in the payment due and punctual observance of any other obligation of the Company covenants contained in an amount in excess subsections (A)(i), (B) (other than subclauses (iv), (vi) and (xiii) thereof), (F), (G), (I), (K), (L), (M), (N), (O), (P), (R), (S), (T), (U) or (V) of $100,000Section 5 of this Mortgage; or (iv) The Company shall fail to perform or observe a default by the Owner occurs in the due and punctual observance of any affirmative covenant of the covenants contained in subsections (C), (D), (E), (H), (J), or (Q) or subclauses (ii) and (iii) of subsection (A) and subclauses (iv), (vi) or (xiii) of subsection (B) of Section 5 of this Note Mortgage and such Default, if capable default continues unremedied for a period of being remedied, shall not have been remedied ten thirty (1030) days after written notice thereof shall have been given by the Holder to the Companydays; or (v) The Company it becomes impossible or unlawful for the Owner to fulfill any subsidiary (A) shall institute any proceeding of the covenants and obligations contained in this Mortgage and the Mortgagee reasonably considers that such impossibility or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or illegality will have a material adverse effect on its debts rights under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief this Mortgage or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; enforcement thereof. (B) If any Event of Default shall occur and be continuing, the Mortgagee shall be unable entitled: (i) to pay its debts as demand payment by written notice to the Owner of the Obligations, whereupon such debts become duepayment shall be immediately due and payable, anything contained in the Credit Agreement, the Note, this Mortgage or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions other relevant Transaction Documents to the contrary notwithstanding and without prejudice to any other rights and remedies of the Mortgagee or the Creditors, as the case may be, under the Credit Agreement, the Note, this Mortgage or any of the other relevant Transaction Documents, provided, however, that if, before any sale of the Vessel, all defaults shall have been remedied in a manner satisfactory to the Mortgagee, the Mortgagee may waive such defaults by written notice to that effect to the Owner; but no such waiver shall extend to or affect any subsequent or other default or impair any rights and remedies consequent thereon; (ii) at any time and as often as may be necessary to take any such action as the Mortgagee may in its discretion deem advisable for the purpose of protecting the security created by this Mortgage and each and every expense or liability (including reasonable fees of counsel) so incurred by the Mortgagee in or about the protection of such security shall be repayable to it by the Owner promptly after demand, together with interest thereon at the rate provided for in Section 5(Q) hereof from the date whereon such expense or liability was incurred by the Mortgagee. The Owner shall promptly execute and deliver to the Mortgagee such documents or cause promptly to be executed and delivered to the Mortgagee such documents, if any, and shall promptly do and perform such acts, if any, as in the opinion of the Mortgagee or its counsel may be necessary or advisable to facilitate or expedite the protection, maintenance and enforcement of the security created by this Mortgage; (iii) to exercise all the rights and remedies in foreclosure and otherwise given to the Mortgagee by any applicable law, including those under the provisions of the Maritime Law; (iv) to take possession of the Vessel, wherever the same may be, without prior demand and without legal process (when permissible under applicable law) and cause the Owner or other Person in possession thereof forthwith upon demand of the Mortgagee to surrender to the Mortgagee possession thereof as demanded by the Mortgagee, and by notice to the Owner, request that the crew be ordered to remain onboard the Vessel, that the Master of the Vessel be ordered to sail the Vessel at the cost of the Owner to any port designated by the Mortgagee and/or that the Owner take such action regarding the Vessel as may be requested by the Mortgagee; (v) to require that all policies, contracts and other records relating to the Insurances (including details of and correspondence concerning outstanding claims) be forthwith delivered to such adjusters, brokers or other insurers as the Mortgagee may nominate; (vi) to collect, recover, compromise and give a good discharge for all claims then outstanding or thereafter arising under the Insurances or any of them and to take over or institute (if necessary using the name of the Owner) all such proceedings in connection therewith as the Mortgagee in its absolute discretion deems advisable and to permit the brokers through whom collection or recovery is effected to charge the usual brokerage therefor; (vii) to discharge, compound, release or compromise claims against the Owner in respect of the Vessel which have given or may give rise to any charge or lien on the Vessel or which are or may be enforceable by proceedings against the Vessel; (viii) to take appropriate judicial proceedings for the foreclosure of this Mortgage and/or for the enforcement of the Mortgagee’s rights hereunder or otherwise; recover judgment for any amount due by the Owner in respect of the Credit Agreement, the Note, this Mortgage, or any of the other relevant Transaction Documents and collect the same out of any property of the Owner; (ix) to sell the Vessel at public auction, free from any claim of or by the Owner of any nature whatsoever by first giving notice of the time and place of sale with a general description of the property in the following manner: (a) by publishing such notice for ten (10) consecutive days in a daily newspaper of general circulation published in New York City; (b) if the place of sale should not be New York City, then also by publication of a similar notice in a daily newspaper, if any, published at the place of sale; and (c) by sending a similar notice by xxxxxxxxx confirmed by registered mail to the Owner at its address hereinafter set forth at least fourteen (14) days prior to the date of sale; Such sale of the Vessel may be held at such place as the Mortgagee in such notices may have specified, or such sale may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale and without further notice or publication the Mortgagee may make such sale at the time and place to which the same shall be so adjourned; and such sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at such sale. (x) pending sale of the Vessel (either directly or indirectly) to manage, charter, lease, insure, maintain and repair the Vessel and to employ or lay up the Vessel upon such terms, in such manner and for such period as the Mortgagee in its absolute discretion deems expedient and for the purpose aforesaid the Mortgagee shall be entitled to do all acts and things incidental or conducive thereto and in particular to enter into such arrangements respecting the Vessel, her insurance, management, maintenance, repair, classification and employment in all respects as if the Mortgagee were the owner of the Vessel and without being responsible for any loss thereby incurred; (xi) to recover from the Owner on demand any such losses as may be incurred by the Mortgagee in or about the exercise of the powers vested in the Mortgagee under Section 7(B)(x) above with interest thereon at the rate provided for in Section 5(Q) hereof from the date when such losses were incurred by the Mortgagee; and (xii) to recover from the Owner on demand all expenses, payments and disbursements (including reasonable fees and expenses of counsel) incurred by the Mortgagee in or about or incidental to the exercise by it of any of the powers vested in it hereunder together with interest thereon at the rate provided for in Section 5(Q) hereof from the date when such expenses, payments or disbursements were incurred by it; PROVIDED, ALWAYS, that any sale of the Vessel or any interest therein by the Mortgagee pursuant to and in compliance with Section 7(B)(ix) above shall operate to divest all right, title and interest of the Owner, its successors and assigns, in or to the Vessel so sold and upon such sale the purchaser shall not be bound to see or inquire whether the Mortgagee’s power of sale has arisen in the manner herein provided and the sale shall be deemed to be within the power of the Mortgagee and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor. In case the Mortgagee shall have proceeded to enforce any right, power or remedy under this subsection 3 (iv); orMortgage by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in every such case the Owner and the Mortgagee shall be restored to their former positions and rights hereunder with respect to the property, subject or intended to be subject to this Mortgage, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken.

Events of Default and Remedies. (a) Any one We may cancel any Contract and liquidate our position in the currency of such Contract if performance of the Contract by you or more us becomes unlawful as a result of the adoption of, or any change in, any applicable law after the date on which the Contract is entered into, or as a result of the promulgation of or any change in, or in the interpretation by any court or tribunal or regulatory authority with competent jurisdiction of, any applicable law after such date. Upon the occurrence and at any time during the continuance of any of the following events which shall have occurred and be continuing shall constitute (each, an event of default ("Event of Default"): ), we may also cancel any or all the outstanding Contracts and liquidate our position in the currency of such Contracts and setoff against any of your cash, deposit accounts, securities, securities accounts or other property we hold or any obligation we have to you to recover any amounts you owe to us as a result of, or in connection with, such cancellation or liquidation: (a) you fail to give us settlement instructions as provided in this Agreement; (b) you fail for any other reason to settle a Contract on its Settlement Date; (c) you fail to perform any of your agreements or obligations under this Agreement or any Contract; (d) any representation or warranty made by you to us under this Agreement or any Contract is incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; (e) a default, event of default or other similar condition or event (however described) occurs under one or more agreements or instruments relating to any of your obligations (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money ("Indebtedness") which has resulted in such Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable; (f) you (i) Default in the payment of interest upon this Notedissolve or liquidate, as and when the same shall become due; or (ii) Default in the payment of the principal of this Note, are not generally paying your debts as and when the same shall they become due; or , (iii) Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or become insolvent, however such insolvency may be evidenced, or (iv) The Company shall fail to perform or observe make any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; (g) a petition is filed by or against you seeking your liquidation or reorganization under the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time, or a similar action is brought by or against you under any federal, state or foreign law; (h) a proceeding is instituted by or against you for any relief under any bankruptcy, insolvency or other law relating to the relief of debtors, reorganization, readjustment or extension of indebtedness or composition with creditors; (i) a custodian or a receiver is appointed for, or a writ or order of attachment, execution or garnishment is issued, xxxxxd or made against, any of your property or assets; (j) an application is made by any of your judgment creditors for an order directing us to pay over money that we hold from you or to deliver other of your property; (k) any government authority or any court takes possession of any substantial part of your property or assets or assumes control over your affairs, or (Dl) shall take any action we in our sole discretion make a commercially reasonable determination that such cancellation is necessary to authorize or effect any of the actions set forth above in this subsection 3 (iv); orprotect us.

Events of Default and Remedies. (a) Any If any one or more of the following events Events of Default (including the passage of applicable cure periods provided for in the Notes) shall occur or shall exist, the Lender may then or at any time thereafter, so long as such default shall continue, foreclose the lien or security interest in the Collateral in any way permitted by law, or upon 15 days prior written notice to the Borrower, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on credit, as the Lender, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for cash or on credit, as the Lender, in its sole discretion, may elect, and at any such sale, the Lender may bid for and become the purchaser of any or all such Collateral. Pending any such action the Lender may liquidate the Collateral. (b) If any one or more of the Events of Default (including the passage of applicable cure periods provided for in the Notes) shall occur or shall exist, the Lender may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Borrower, without affecting the Borrower’s liability under this Agreement or the Notes. The Borrower waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper or any of its contract rights and any other notices to which the Borrower may be entitled. (c) If any one or more of the Events of Default (including the passage of applicable cure periods provided for in the Notes) shall occur or shall exist and be continuing, then in any such event, the Lender shall have occurred such additional rights and be continuing shall constitute an event remedies in respect of default ("Event of Default"):the Collateral or any portion thereof as are provided by the Code and such other rights and remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Borrower expressly waives (id) Default in The Lender shall apply the payment Proceeds of interest upon this Noteany sale or liquidation of the Collateral, as and when and, subject to Section 6, any Proceeds received by the same shall become due; or (ii) Default in Lender from insurance, first to the payment of the principal of this Notereasonable costs and expenses incurred by the Lender in connection with such sale or collection, as including without limitation reasonable attorneys’ fees and when the same shall become due; or (iii) Default in legal expenses, second to the payment of the Debt, whether on account of principal or interest or otherwise as the Lender, in its sole discretion, may elect, and then to pay the balance, if any, to the Borrower or as otherwise required by law. If such Proceeds are insufficient to pay the amounts required by law, the Borrower shall be liable for any other obligation deficiency. (e) Upon the occurrence of any Event of Default (including the passage of applicable cure periods provided for in the Notes), the Borrower shall promptly upon written demand by the Lender assemble the Equipment, Inventory and Fixtures and make them available to the Lender at a place or places to be designated by the Lender. The rights of the Company Lender under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Lender may, at its election, enforce such right by an action in an amount in excess of $100,000; or (iv) The Company shall fail to perform or observe any affirmative covenant contained in this Note and such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, equity for injunctive relief or composition of it or its debts under any law relating to bankruptcyspecific performance, insolvency or reorganization or relief of debtors, or seeking without the entry of any order for relief or the appointment requirement of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); orbond.