Common use of Default Provisions Clause in Contracts

Default Provisions. (a) If in respect of any purchase and sale of a Purchased Shares to be completed in accordance with this Agreement any Seller is not present or represented at the Time of Closing, or is present or represented but fails for any reason other than the default of the Purchaser to produce and deliver to the Purchaser the documents required to be delivered at such time in accordance with the provisions hereof, then, at the option of the Purchaser and in addition to any remedies which the Purchaser may have at law or in equity in respect of such default: (i) notwithstanding any other provision of this Agreement, the aggregate purchase price payable by the Purchaser to that Seller may be deposited into a special account of a branch of the Company's principal banker in the name of or in trust for the Seller; or (ii) the Purchaser may elect not to purchase the Purchased Shares. If the purchase price for the Purchased Shares is deposited into a special account as aforesaid, then such deposit shall constitute valid and effective payment of the purchase price or consideration to the Seller for the Purchased Shares purchased from it even though the Seller has voluntarily Encumbered or Transferred any of the Purchased Shares and notwithstanding the fact that any of the Purchased Shares have not been delivered to the Purchaser and may have been delivered to any other Person, and from and after the date of such deposit or delivery, as the case may be, the purchase of the Purchased Shares shall be deemed to have been duly completed and all the right, title, benefit and interest, both at law and in equity, in and to the Purchased Shares, free and clear of any Encumbrance, shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all the right, title, benefit and interest, both at law and in equity, of the Seller, whether as a Shareholder or otherwise, shall cease and terminate. (b) A defaulting Seller shall be entitled to receive any monies deposited in an account in its name with the principal banker of the Company pursuant to Section 14.4(a)(i) without interest only upon delivery to the Purchaser of all of the documents the Seller was required to deliver to the Purchaser at the Time of Closing in accordance with the provisions hereof. (c) Each Seller of Purchased Shares hereby irrevocably constitutes and appoints the Purchaser of such Purchased Shares or any officer or person of similar authority of the Purchaser as its true and lawful attorney in fact and agent, with full power of substitution, for, in the name of and on behalf of the Seller, to execute and deliver all such assignments, transfers, instruments and other documents, including a transfer form, as may be necessary effectively to transfer and assign to the Purchaser, on the books of the Company and otherwise, the Purchased Shares. Such appointment and power of attorney, being coupled with an interest, shall be irrevocable by the Seller and shall not be revoked by the insolvency, bankruptcy, incapacity, dissolution, liquidation or other termination of the existence of the Seller and each Seller hereby ratifies and confirms and agrees to ratify and confirm all that such attorney may lawfully do or cause to be done by virtue of the provisions hereof. (d) Each Shareholder hereby consents, and agrees to cause any nominee on the Board to provide any necessary consent, to any transfer of Shares made pursuant to this Article 14.

Default Provisions. In the case of the happening of any of the following events (whether it shall be voluntary or involuntary or come about or be effected by any Law or otherwise) (each such event, an “Event of Default”): (a) If Any payment of principal or interest or any other payment required by any Note or by the terms of any of the other Loan Documents shall not be fully paid when demand is made for the payment of the same (to the extent the same is payable on demand) or within five (5) Business Days of its due date if payable other than on demand (provided that such cure period shall not be available more than twice during any period of 12 consecutive months); (b) Any warranty or representation by any Obligor contained in the Loan Documents or in any report, certificate, financial statement or other instrument furnished by any Obligor to Lender proves incorrect in any material respect when made or furnished or when reaffirmed pursuant to Section 7(c); (c) Default exists in the due observance of any of the covenants or agreements of any Obligor set forth in Sections 9(j), 9(m) or 9(n) or Article 10; (d) Default exists in the due observance of any of the covenants or agreements of any Obligor set forth in this Agreement (other than those specified in any of the other clauses contained in this Article 12) and such breach or default shall continue unremedied for a period of 10 days after Borrower’s receipt of notice of such breach or default; (e) Any payment of principal or interest or any other payment required by any of the obligations of any Obligor for any other money borrowed by any Obligor from Lender, or for money borrowed by any Obligor from any third person in excess of the aggregate sum of $25,000.00, shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared or may be declared in default (and all applicable cure and grace periods have expired); (f) A final unappealable judgment (not covered by insurance) in an amount in excess of $50,000.00 is entered against any Obligor and shall not have been paid, discharged or vacated or had execution thereof stayed pending appeal within 30 calendar days after entry or filing of such judgment; (g) Any Obligor is voluntarily or involuntarily dissolved, or takes any action to effect a dissolution; or any Obligor ceases to conduct business or suffers the loss or revocation of any license or permit now held or hereafter acquired by such Obligor which is necessary to the continued or lawful operation of its business; (h) Any Obligor (i) voluntarily commences any proceeding or file any petition seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency or similar Law, (ii) consents to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) applies for or consent to the employment of a receiver, trustee, custodian, sequestrator or similar official for any Obligor or for a substantial part of its property; (iv) files an answer admitting the material allegations of a petition filed against it in such proceeding, (v) makes a general assignment for the benefit of creditors, (vi) takes corporate action for the purpose of effecting any of the foregoing, (vii) becomes unable or admit in writing its inability or fail generally to pay its debts as they become due, or (viii) takes corporate action for the purpose of effecting any of the foregoing (i) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any purchase and sale Obligor or of a Purchased Shares substantial part of their respective property, under Title 11 of the United States Code or any other federal or state bankruptcy insolvency or similar Law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for any Obligor or for a substantial part of their property, or (iii) the winding-up or liquidation of Borrower and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for 30 days; (j) The Liens granted by Obligors to Lender in the Collateral cease to be completed in accordance with this Agreement continuing first priority Liens; (k) An Event of Default (as defined therein) occurs under any Seller is not present or represented at the Time of Closing, or is present or represented but fails other Loan Document; (l) Any Loan Document shall for any reason other than the default of the Purchaser to produce and deliver to the Purchaser the documents required cease to be delivered at such time in full force and effect without the prior written consent of Lender or in accordance with the provisions hereofterms thereof, or be declared null and void or unenforceable in whole or in part, or the validity or enforceability of any Loan Document shall be challenged or denied by any party thereto; (m) Any criminal proceeding is instituted in any court against any Obligor or any members of senior management of any Obligor, or the indictment of any Obligor or any members of senior management of any Obligor for any crime; (n) Any Obligor is enjoined, restrained, or in any way prevented by the order of any court or any administrative or regulatory agency, the effect of which order restricts Borrower from conducting all or any material part of its business; (o) Any Obligor or any Affiliate of any Obligor shall challenge or contest in any action, suit or proceeding the validity or enforceability of this Agreement, or any of the other Loan Documents, the legality or enforceability of any of the Obligations or the perfection or priority of any Lien granted to Lender; (p) If (1) any Person shall engage in any “prohibited transaction” (as defined in §406 of ▇▇▇▇▇ ▇▇ §▇▇▇▇ of the Code) involving any Plan, (2) any failure to satisfy the minimum funding standard of §412 of the Code shall exist with respect to any Plan, or any Lien in favor of the PBGC or a Plan shall arise on the assets of Borrower or any ERISA Affiliate, (3) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan other than a Multiemployer Plan, which Reportable Event or commencement of proceedings or appointment of trustee is, in the reasonable opinion of Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (4) any Plan other than a Multiemployer Plan shall terminate for purposes of Title IV of ERISA, or (5) any Obligor or any ERISA Affiliate shall in the reasonable opinion of Lender be likely to incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan, and in each case in clauses (1) through (5) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of Lender, reasonably be expected to have a material adverse effect on the business, assets, properties, liabilities, operations, condition (financial or otherwise) or prospects of Borrower, individually, or Obligors taken as a whole; (q) Any change in the ownership of an aggregate of 50% or more of the Equity Interests of Borrower occurs; or (r) If any two or more of the Current Executive Officers for any reason to cease to have the corporate titles, or to cease to have and fulfill the responsibilities and duties in the management and operation of Obligors and their respective businesses, at least equal to those currently in effect, unless the second (or third, if applicable) such Current Executive Officer is replaced within sixty (60) days by a suitable person who is reasonably acceptable to Lender, then, at any time thereafter during the option continuance of the Purchaser and in addition any such event, Lender may, without notice to any remedies which the Purchaser may have at law or in equity in respect of such default: Obligor, (i) notwithstanding terminate Borrower’s right to request and Lender’s obligation to make any other provision of this Agreement, the aggregate purchase price payable by the Purchaser to that Seller may be deposited into a special account of a branch of the Company's principal banker in the name of or in trust for the Sellerfurther Advances and L/C Credit Extensions; or (ii) declare the Purchaser may elect not Notes, both as to purchase the Purchased Shares. If the purchase price for the Purchased Shares is deposited into a special account as aforesaid, then such deposit shall constitute valid and effective payment of the purchase price or consideration to the Seller for the Purchased Shares purchased from it even though the Seller has voluntarily Encumbered or Transferred any of the Purchased Shares and notwithstanding the fact that any of the Purchased Shares have not been delivered to the Purchaser and may have been delivered to any other Person, and from and after the date of such deposit or delivery, as the case may be, the purchase of the Purchased Shares shall be deemed to have been duly completed and all the right, title, benefit principal and interest, both at law and all other Obligations to be forthwith due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in equity, in and the Notes to the Purchased Shares, free contrary notwithstanding; and clear (iii) exercise any or all of any Encumbrance, shall be conclusively deemed the rights and remedies afforded to have been transferred and assigned to and become vested Lender in the Purchaser Loan Documents, by the UCC or otherwise possessed by Lender; provided, however, that if an event specified in Section 12(h) or (i) occurs, Borrower’s right to request and all Lender’s obligation to make any further Advances and L/C Credit Extensions shall automatically terminate, the rightNotes, title, benefit both as to principal and interest, both at law and in equity, of the Seller, whether as a Shareholder or otherwise, all other Obligations shall cease automatically become immediately due and terminate. (b) A defaulting Seller shall be entitled to receive any monies deposited in an account in its name with the principal banker of the Company pursuant to Section 14.4(a)(i) without interest only upon delivery to the Purchaser of all of the documents the Seller was required to deliver to the Purchaser at the Time of Closing in accordance with the provisions hereof. (c) Each Seller of Purchased Shares hereby irrevocably constitutes and appoints the Purchaser of such Purchased Shares or any officer or person of similar authority of the Purchaser as its true and lawful attorney in fact and agent, with full power of substitution, forpayable, in the name each case without further act of and on behalf of the Seller, to execute and deliver all such assignments, transfers, instruments and other documents, including a transfer form, as may be necessary effectively to transfer and assign to the Purchaser, on the books of the Company and otherwise, the Purchased Shares. Such appointment and power of attorney, being coupled with an interest, shall be irrevocable by the Seller and shall not be revoked by the insolvency, bankruptcy, incapacity, dissolution, liquidation or other termination of the existence of the Seller and each Seller hereby ratifies and confirms and agrees to ratify and confirm all that such attorney may lawfully do or cause to be done by virtue of the provisions hereofLender. (d) Each Shareholder hereby consents, and agrees to cause any nominee on the Board to provide any necessary consent, to any transfer of Shares made pursuant to this Article 14.

Default Provisions. (a) If in respect The Line of Credit Note shall forthwith become due and payable, without presentment, protest, demand or notice of any purchase and sale kind, if Debtor becomes insolvent (including in said term an inability to pay its debts as they mature) or bankrupt, or makes an assignment for the benefit of its creditors, or consents to the appointment of a Purchased Shares to be completed in accordance with this Agreement any Seller trustee or receiver of all or a substantial part of its properties or such appointment is not present or represented at the Time of Closingmade without its consent, or is present if bankruptcy, reorganization, arrangement, receivership or represented but fails for liquidation proceedings are instituted by or against Debtor; (b) Secured Party may at its option declare the Line of Credit Note due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any reason other than the default kind in any of the Purchaser to produce and deliver to the Purchaser the documents required to be delivered at such time in accordance with the provisions hereof, then, at the option of the Purchaser and in addition to any remedies which the Purchaser may have at law or in equity in respect of such defaultfollowing cases: (i) notwithstanding If any payment of principal or interest or any other provision of this Agreement, the aggregate purchase price payable payment required by the Purchaser terms hereof or by the Line of Credit Note or by any other instrument, agreement or document executed and delivered to that Seller may Secured Party pursuant to the terms hereof shall not be deposited into a special account of a branch fully paid when demand is made for the payment of the Company's principal banker same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in the name of or in trust for the Seller; ordefault; (ii) If any payment of principal or interest or any other payment required by any of the Purchaser may elect obligations of Debtor for money borrowed by it from any third Person shall not to purchase the Purchased Shares. If the purchase price be fully paid when demand is made for the Purchased Shares is deposited into a special account as aforesaid, then such deposit shall constitute valid and effective payment of the purchase price or consideration same (to the Seller for extent payable on demand) or when the Purchased Shares purchased from it even though same shall fall due, or if any of said obligations shall become or be declared in default; (iii) If any warranty or representation by Debtor contained herein or in any related agreement, instrument or document, or in any, statement furnished by Debtor to Secured Party, proves incorrect in any respect; (iv) If default exists in the Seller has voluntarily Encumbered or Transferred due observance of any of the Purchased Shares covenants or agreements of Debtor set forth in this Agreement, or in any other agreement, instrument or document executed and notwithstanding the fact that any of the Purchased Shares have not been delivered to the Purchaser and may have been delivered to any other Person, and from and after the date of such deposit or delivery, as the case may be, the purchase of the Purchased Shares shall be deemed to have been duly completed and all the right, title, benefit and interest, both at law and in equity, in and Secured Party pursuant to the Purchased Shares, free and clear terms of any Encumbrance, shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all the right, title, benefit and interest, both at law and in equity, of the Seller, whether as a Shareholder or otherwise, shall cease and terminate.this Agreement; (bv) A defaulting Seller shall be entitled to receive any monies deposited in an account in its name with the principal banker If a judgment is entered against Debtor and remains unsatisfied for a period of the Company pursuant to Section 14.4(a)(ithirty (30) without interest only upon delivery to the Purchaser of all of the documents the Seller was required to deliver to the Purchaser at the Time of Closing in accordance with the provisions hereofdays. (c) Each Seller of Purchased Shares hereby irrevocably constitutes and appoints the Purchaser of such Purchased Shares or any officer or person of similar authority of the Purchaser as its true and lawful attorney in fact and agent, with full power of substitution, for, in the name of and on behalf of the Seller, to execute and deliver all such assignments, transfers, instruments and other documents, including a transfer form, as may be necessary effectively to transfer and assign to the Purchaser, on the books of the Company and otherwise, the Purchased Shares. Such appointment and power of attorney, being coupled with an interest, shall be irrevocable by the Seller and shall not be revoked by the insolvency, bankruptcy, incapacity, dissolution, liquidation or other termination of the existence of the Seller and each Seller hereby ratifies and confirms and agrees to ratify and confirm all that such attorney may lawfully do or cause to be done by virtue of the provisions hereof. (d) Each Shareholder hereby consents, and agrees to cause any nominee on the Board to provide any necessary consent, to any transfer of Shares made pursuant to this Article 14.

Default Provisions. If any of the following events (an "Event of Default") shall occur and be continuing: (a) If in respect of any purchase and sale of a Purchased Shares the Maker shall fail to be completed in accordance with this Agreement any Seller is not present or represented at pay the Time of Closingprincipal of, or is present or represented but fails for shall fail to pay any reason other than the default of the Purchaser to produce and deliver to the Purchaser the documents required to be delivered at such time in accordance with the provisions hereofinterest on, then, at the option of the Purchaser and in addition to any remedies which the Purchaser may have at law or in equity in respect of such default: (i) notwithstanding any other provision of this Agreement, the aggregate purchase price payable by the Purchaser to that Seller may be deposited into a special account of a branch of the Company's principal banker in the name of or in trust for the Seller; or (ii) the Purchaser may elect not to purchase the Purchased Shares. If the purchase price for the Purchased Shares is deposited into a special account as aforesaid, then such deposit shall constitute valid and effective payment of the purchase price or consideration to the Seller for the Purchased Shares purchased from it even though the Seller has voluntarily Encumbered or Transferred any of the Purchased Shares and notwithstanding the fact that any of the Purchased Shares have not been delivered to the Purchaser and may have been delivered to any other Person, and from and after the date of such deposit or delivery, as the case may be, the purchase of the Purchased Shares shall be deemed to have been duly completed and all the right, title, benefit and interest, both at law and in equity, in and to the Purchased Shares, free and clear of any Encumbrance, shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all the right, title, benefit and interest, both at law and in equity, of the Seller, whether as a Shareholder or otherwise, shall cease and terminate.Note when due; (b) A defaulting Seller the Maker shall be entitled to receive any monies deposited in an account in its name with the principal banker of the Company pursuant to Section 14.4(a)(i(i) without interest only upon delivery apply for or consent to the Purchaser appointment of all of the documents the Seller was required to deliver to the Purchaser at the Time of Closing in accordance with the provisions hereof. (c) Each Seller of Purchased Shares hereby irrevocably constitutes and appoints the Purchaser of such Purchased Shares a receiver, trustee, liquidator, custodian or similar official for itself or any officer of its properties or person assets; (ii) make a general assignment for the benefit of similar authority creditors; (iii) become bankrupt or insolvent; (iv) commence a voluntary case for relief as a debtor under the United States Bankruptcy Code or under any analogous provision of the Purchaser as its true and lawful attorney in fact and agentapplicable United States or foreign law or file a petition or an answer seeking reorganization, an arrangement with full power creditors or to take advantage of substitutionany other present or future applicable United States or foreign law respecting bankruptcy, forreorganization, in the name of and on behalf of the Seller, to execute and deliver all such assignments, transfers, instruments and other documents, including a transfer form, as may be necessary effectively to transfer and assign to the Purchaser, on the books of the Company and otherwise, the Purchased Shares. Such appointment and power of attorney, being coupled with an interest, shall be irrevocable by the Seller and shall not be revoked by the insolvency, bankruptcy, incapacityreadjustment of debts, dissolution, liquidation or other termination relief of debtors; (v) file any answer admitting the material allegations of a petition under such law; (vi) be unable to pay or admit in writing its inability to pay its debts generally as they become due; or (vii) take any action for the purpose of effecting any of the existence foregoing; (i) any case, proceeding or other action shall be commenced against the Maker, or a substantial part of the Seller Maker's properties or assets, under the United States Bankruptcy Code or under any analogous provision of United States or foreign law, and each Seller hereby ratifies and confirms and agrees to ratify and confirm all that such attorney may lawfully do case, proceeding or cause to other action shall remain undismissed for any period of sixty (60) days; or (ii) an order, judgment or decree shall be done by virtue entered without the application, approval or consent of the provisions hereof.Maker by any court of competent jurisdiction, approving a petition seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief with respect to the Maker or all or a substantial part of the Maker's properties or assets, or appointing a receiver, trustee, liquidator, custodian or other official of the Maker or all or a substantial part of the Maker's properties or assets, and such order, judgment or decree shall continue unstayed and in effect for any period of sixty (60) days; (d) Each Shareholder one or more judgments for the payment of money in excess of an aggregate of Fifty Thousand Dollars (US$50,000) shall be rendered against the Maker and the same shall remain undischarged for a period of sixty (60) days during which execution shall not be effectively stayed or contested in good faith; or (e) the Maker shall be dissolved or liquidated, or shall submit any application or other document to any authority for the purpose of dissolving or liquidating the Maker or of commencing the dissolution or liquidation of the Maker, or an action or administrative proceeding is commenced against the Maker for its dissolution or liquidation which shall remain undismissed for any period of sixty (60) days, or the Maker shall state in writing its intention to dissolve or liquidate; then, or at any time thereafter during the continuance of any such Event of Default, with regard to (b) or (c) above this Note shall automatically be accelerated and with regards to (a), (d) and (e) above, the Holder may, upon written notice to the Maker, accelerate this Note and declare the same to be forthwith due and payable as to both principal and interest, in all cases without presentation, demand, protest or other notice of any kind, all of which hereby consentsare expressly waived by the Maker, and anything contained herein to the contrary notwithstanding. The Maker agrees to cause any nominee on reimburse the Board Holder for all reasonable expenses, including, without limitation, reasonable attorneys' fees and costs, incurred by the Holder to provide any necessary consent, enforce the provisions of this Note and to any transfer of Shares made pursuant to this Article 14collect the Maker's obligations hereunder.

Default Provisions. Upon the occurrence of any one or more of the following events (herein called “Events of Default”), whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law, pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body: (a) If the entry of a decree or an order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary case under the federal bankruptcy law, as now or hereafter constituted, and the continuance of any purchase and sale of a Purchased Shares to be completed in accordance with this Agreement any Seller is not present such decree or represented at the Time of Closing, or is present or represented but fails for any reason other than the default of the Purchaser to produce and deliver to the Purchaser the documents required to be delivered at such time in accordance with the provisions hereof, then, at the option of the Purchaser order unstayed and in addition to any remedies which the Purchaser may have at law or in equity in respect effect for a period of such default: (i) notwithstanding any other provision of this Agreement60 consecutive days, the aggregate purchase price payable by the Purchaser to that Seller may be deposited into a special account of a branch of the Company's principal banker in the name of or in trust for the Seller; or (ii) the Purchaser may elect not to purchase the Purchased Shares. If the purchase price for the Purchased Shares is deposited into a special account as aforesaid, then such deposit shall constitute valid and effective payment of the purchase price or consideration to the Seller for the Purchased Shares purchased from it even though the Seller has voluntarily Encumbered or Transferred any of the Purchased Shares and notwithstanding the fact that any of the Purchased Shares have not been delivered to the Purchaser and may have been delivered to any other Person, and from and after the date of such deposit or delivery, as the case may be, the purchase of the Purchased Shares shall be deemed to have been duly completed and all the right, title, benefit and interest, both at law and in equity, in and to the Purchased Shares, free and clear of any Encumbrance, shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all the right, title, benefit and interest, both at law and in equity, of the Seller, whether as a Shareholder or otherwise, shall cease and terminate. (b) A defaulting Seller shall be entitled the commencement by the Company of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or the consent by the Company to receive any monies deposited the entry of a decree or order for relief in an account in its name with the principal banker of the Company pursuant to Section 14.4(a)(i) without interest only upon delivery to the Purchaser of all of the documents the Seller was required to deliver to the Purchaser at the Time of Closing in accordance with the provisions hereof.involuntary case under such law, or (c) Each Seller the appointment of Purchased Shares a receiver for Summit Community Bank, the Company’s wholly-owned subsidiary, then the Holder of this Note, at any time thereafter that such Event of Default is continuing, by notice in writing mailed or delivered to the Company, declare the unpaid principal of all this Note and all interest then accrued, but unpaid, on such Note immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable, without presentation, demand, protest, notice of protest or other notice of dishonor, all of which are hereby irrevocably constitutes expressly waived by the Company. In case any one or more defaults under this Note shall occur and appoints be continuing, the Purchaser Holder of this Note may, to the extent permitted by law, proceed to protect and enforce the rights of such Purchased Shares Holder 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 the aid of the exercise of any power granted in this Note, or proceed to obtain a judgment or any officer other relief whatsoever appropriate to the action or person of similar authority proceeding, or proceed to enforce any other legal or equitable right of the Purchaser as its true and lawful attorney in fact and agent, with full power Holder of substitution, for, in the name of and on behalf of the Seller, to execute and deliver all such assignments, transfers, instruments and other documents, including a transfer form, as may be necessary effectively to transfer and assign to the Purchaser, on the books of the Company and otherwise, the Purchased Shares. Such appointment and power of attorney, being coupled with an interest, shall be irrevocable by the Seller and shall not be revoked by the insolvency, bankruptcy, incapacity, dissolution, liquidation or other termination of the existence of the Seller and each Seller hereby ratifies and confirms and agrees to ratify and confirm all that such attorney may lawfully do or cause to be done by virtue of the provisions hereofthis Note. (d) Each Shareholder hereby consents, and agrees to cause any nominee on the Board to provide any necessary consent, to any transfer of Shares made pursuant to this Article 14.

Default Provisions. (a) If in respect The Line of Credit Note shall forthwith become due and payable, without presentment, protest, demand, or notice of any purchase and sale kind, if Debtor becomes insolvent (including in said term an inability to pay its debts as they mature) or bankrupt, or makes an assignment for the benefit of its creditors, or consents to the appointment of a Purchased Shares to be completed in accordance with this Agreement any Seller trustee or receiver of all or a substantial part of its properties or such appointment is not present or represented at the Time of Closingmade without its consent, or is present if bankruptcy, reorganization, arrangement, receivership, or represented but fails for liquidation proceedings are instituted by or against Debtor, (b) Secured Party may at its option declare the Line of Credit Note due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand, or notice of any reason other than the default kind in any of the Purchaser to produce and deliver to the Purchaser the documents required to be delivered at such time in accordance with the provisions hereof, then, at the option of the Purchaser and in addition to any remedies which the Purchaser may have at law or in equity in respect of such defaultfollowing cases: (i) notwithstanding If any payment of principal or interest or any other provision payment required by the terms hereof or by the Line of Credit Note or by any other instrument, agreement or document executed and delivered to Secured Party pursuant to the terms hereof shall not be fully paid when demand (to the extent the same is payable on demand) is made for the payment of the same or within ten (10) days after the same shall fall due if payable other than on demand; (ii) If any payment of principal or interest or any other payment required by any of the obligations of Debtor for money borrowed by it from any third Person shall not be fully paid when demand is made for the payment of the same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default; (iii) If any warranty or representation by Debtor contained herein or in any related agreement, instrument or document, or in any statement furnished by Debtor to Secured Party proves incorrect in any respect; (iv) If default exists in the due observance of any of the covenants or agreements of Debtor set forth in this Agreement, or in any other agreement, instrument or document executed and delivered to Secured Party pursuant to the terms of this Agreement, the aggregate purchase price payable by the Purchaser to that Seller may be deposited into a special account of a branch of the Company's principal banker in the name of or in trust for the Seller; or (iiv) the Purchaser may elect not If a judgment is entered against Debtor and remains unsatisfied for a period of thirty (30) days." 2. Debtor represents and warrants to purchase the Purchased Shares. If the purchase price for the Purchased Shares is deposited into a special account as aforesaid, then such deposit shall constitute valid and effective payment of the purchase price or consideration to the Seller for the Purchased Shares purchased from it even though the Seller has voluntarily Encumbered or Transferred any of the Purchased Shares and notwithstanding the fact Secured Party that any of the Purchased Shares have not been delivered to the Purchaser and may have been delivered to any other Person, and from and after the date of such deposit or delivery, as the case may be, the purchase of the Purchased Shares shall be deemed to have been duly completed and all the right, title, benefit and interest, both at law and in equity, in and to the Purchased Shares, free and clear of any Encumbrance, shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all the right, title, benefit and interest, both at law and in equity, of the Seller, whether as a Shareholder or otherwise, shall cease and terminate. (b) A defaulting Seller shall be entitled to receive any monies deposited in an account in its name with the principal banker of the Company pursuant to Section 14.4(a)(i) without interest only upon delivery to the Purchaser of all of the documents representations and warranties Debtor has set forth in the Seller was required to deliver to the Purchaser at the Time of Closing in accordance with the provisions hereofLoan Agreement, as amended hereby, are true and correct and are hereby remade. (c) Each Seller of Purchased Shares hereby irrevocably constitutes 3. Except as modified herein, all other items, provisions, and appoints the Purchaser of such Purchased Shares or any officer or person of similar authority conditions of the Purchaser as its true Loan Agreement remain unmodified and lawful attorney are in fact full force and agent, with full power of substitution, for, in the name of and on behalf of the Seller, to execute and deliver all such assignments, transfers, instruments and other documents, including a transfer form, as may be necessary effectively to transfer and assign to the Purchaser, on the books of the Company and otherwise, the Purchased Shares. Such appointment and power of attorney, being coupled with an interest, shall be irrevocable by the Seller and shall not be revoked by the insolvency, bankruptcy, incapacity, dissolution, liquidation or other termination of the existence of the Seller and each Seller hereby ratifies and confirms and agrees to ratify and confirm all that such attorney may lawfully do or cause to be done by virtue of the provisions hereofeffect. (d) Each Shareholder hereby consents4. DEBTOR ACKNOWLEDGES THAT THE TRANSACTIONS DESCRIBED HEREIN ARE COMMERICAL TRANSACTIONS AND WAIVES ITS RIGHTS TO NOTICE AND HEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, and agrees to cause any nominee on the Board to provide any necessary consentOR AS OTHERWISE ALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH SECURED PARTY MAY DESIRE TO USE, to any transfer of Shares made pursuant to this Article 14AND FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST, AND NOTICE OF PROTEST, AND NOTICE OF ANY RENEWALS OR EXTENSIONS OF THE NOTE, AND ALL RIGHTS UNDER ANY STATUTE OF LIMITATIONS. 5. DEBTOR HEREBY WAIVES TRIAL BY JURY IN ANY COURT AND IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE FINANCING TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART AND/OR THE ENFORCEMENT OF ANY OF SECURED PARTY'S RIGHTS AND REMEDIES. DEBTOR ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.

Default Provisions. (a) If in respect The Term Note and the Line of Credit Note shall forthwith become due and payable, without presentment, protest, demand or notice of any purchase and sale kind, if Debtor or any of the Guarantors (i) becomes insolvent (including in said term an inability to pay its debts as they mature),(ii) bankrupt, (iii) makes an assignment for the benefit of its/his creditors, (iv) consents to the appointment of a Purchased Shares to be completed in accordance with this Agreement any Seller trustee or receiver of all or a substantial part of its/his properties or such appointment is not present or represented at the Time of Closingmade without its/his consent, or (v) is present the subject of any other voluntary or represented but fails for involuntary bankruptcy, reorganization, arrangement, receivership or liquidation proceedings; (b) In addition, Secured Party may at its option declare the Term Note and Line of Credit Note due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any reason other than the default kind in any of the Purchaser to produce and deliver to the Purchaser the documents required to be delivered at such time in accordance with the provisions hereof, then, at the option of the Purchaser and in addition to any remedies which the Purchaser may have at law or in equity in respect of such defaultfollowing cases: (i) notwithstanding If any payment of principal or interest or any other provision of this Agreementpayment required by the terms hereof or by the Term Note, the aggregate purchase price payable by Line of Credit Note or any other Loan Document shall not be fully paid on the Purchaser to that Seller may date payment shall be deposited into a special account of a branch of the Company's principal banker in the name of or in trust for the Seller; ordue; (ii) If any payment of principal or interest or any other payment, the Purchaser may elect amount of which exceeds $25,000.00, required by any of the obligations of Debtor for money borrowed by it from any third Person shall not to purchase the Purchased Shares. If the purchase price be fully paid when demand is made for the Purchased Shares is deposited into a special account as aforesaid, then such deposit shall constitute valid and effective payment of the purchase price or consideration same (to the Seller for extent payable on demand) or when the Purchased Shares purchased from it even though the Seller has voluntarily Encumbered same shall be due, or Transferred if any of said obligations shall become or be declared in default; (iii) If any warranty or representation by Debtor or any of the Purchased Shares and notwithstanding the fact that Guarantors contained herein, in any other Loan Document or in any statement furnished by Debtor or any of the Purchased Shares have not been delivered Guarantors to Secured Party proves incorrect in any material respect; (iv) If IMA issues shares of capital stock, or permits the Purchaser and may have been delivered to transfer of shares of its capital stock, which results in the Guarantors, as a group, owning (on a fully diluted basis) less than 25% of the outstanding common stock of IMA; (v) If default exists in the due observance of any of the other duties, obligations, covenants or agreements of Debtor or any of the Guarantors set forth in this Agreement or in any other PersonLoan Document, and from and after Debtor or the date of such deposit or deliveryGuarantors, as the case may beapplicable, the purchase fail to cure such default within 15 days following receipt of the Purchased Shares shall be deemed to have been duly completed written notice thereof from Secured Party; and all the right, title, benefit (vi) If a judgment for an amount in excess of $25,000.00 is entered against Debtor and interest, both at law and in equity, in and to the Purchased Shares, free and clear remains unsatisfied for a period of any Encumbrance, shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all the right, title, benefit and interest, both at law and in equity, of the Seller, whether as a Shareholder or otherwise, shall cease and terminate30 days. (b) A defaulting Seller shall be entitled to receive any monies deposited in an account in its name with the principal banker of the Company pursuant to Section 14.4(a)(i) without interest only upon delivery to the Purchaser of all of the documents the Seller was required to deliver to the Purchaser at the Time of Closing in accordance with the provisions hereof. (c) Each Seller of Purchased Shares hereby irrevocably constitutes and appoints the Purchaser of such Purchased Shares or any officer or person of similar authority of the Purchaser as its true and lawful attorney in fact and agent, with full power of substitution, for, in the name of and on behalf of the Seller, to execute and deliver all such assignments, transfers, instruments and other documents, including a transfer form, as may be necessary effectively to transfer and assign to the Purchaser, on the books of the Company and otherwise, the Purchased Shares. Such appointment and power of attorney, being coupled with an interest, shall be irrevocable by the Seller and shall not be revoked by the insolvency, bankruptcy, incapacity, dissolution, liquidation or other termination of the existence of the Seller and each Seller hereby ratifies and confirms and agrees to ratify and confirm all that such attorney may lawfully do or cause to be done by virtue of the provisions hereof. (d) Each Shareholder hereby consents, and agrees to cause any nominee on the Board to provide any necessary consent, to any transfer of Shares made pursuant to this Article 14.

Default Provisions. (a) If in respect This Lease is also made upon the condition that if the Lessee shall neglect or fail to perform or observe any of any purchase and sale of a Purchased Shares the covenants herein contained on the Lessee's part to be completed in accordance with this Agreement any Seller is not present performed or represented at the Time of Closingobserved, or is present if the estate hereby created shall be taken on execution, attachment or represented but fails for by other process of law, or if the Lessee shall make or offer to make, in or out of bankruptcy, a composition of the Lessee's debts with the Lessee's creditors or if Lessee shall fail to observe any reason obligation of Lessor (other than the default payment of rent under the Master Lease) that Lessor holds to Master Lessor under the terms and provisions of the Purchaser to produce and deliver to Master Lease or if the Purchaser Lessee shall execute a trust mortgage or if the documents required to be delivered at such time in accordance with Lessee shall make an assignment for the provisions hereofbenefit of its creditors, or if the Lessee shall commit any act which when done is an act of bankruptcy laws (Federal, State or otherwise), then, at the option and in any of the Purchaser said cases (notwithstanding any license of any former breach of covenant or waiver of the benefit hereof or consent in a former instance), the Lessor and the agents and servants of the Lessor lawfully may, in addition to and not in derogation of any remedies for preceding breach of covenant, immediately or at any time thereafter and without demand or notice and with or without process of law (forcibly if necessary) enter into and upon the Leased Premises or any part thereof in the name of the whole and repossess the same as of the Lessor's former estate and expel the Lessee and those claiming through or under the Lessee and remove the effects of both or either (forcibly, if necessary) without being deemed guilty of any manner of trespass and without prejudice to any remedies which the Purchaser may have at law might otherwise be used for arrears of rent or in equity in respect preceding breach of such default: (i) notwithstanding any other provision of this Agreementcovenant, the aggregate purchase price payable by the Purchaser to that Seller may be deposited into a special account of a branch of the Company's principal banker in the name of or in trust for the Seller; or (ii) the Purchaser may elect not to purchase the Purchased Shares. If the purchase price for the Purchased Shares is deposited into a special account and upon entry as aforesaid, then the Lessee's estate shall end, the Lessee hereby waiving all statutory rights; and the Lessee covenants with the Lessor that in case of such deposit shall constitute valid and effective payment termination, or of termination under statute by reason of default on the part of the purchase price or consideration Lessee, the Lessee will pay to the Seller Lessor, in equal monthly installments in advance, sums equal to the rent herein provided for, or if the Leased Premises have been relet, sums equal to the excess of the rent herein provided over the sums actually received by the Lessor, such sums being payable all as liquidated damages for the Purchased Shares purchased from unexpired term hereof. And it even though the Seller has voluntarily Encumbered is also agreed as a further condition of this Lease that if any proceedings are instituted in a court of competent jurisdiction for relief or Transferred any composition of the Purchased Shares and notwithstanding the fact that Lessee's debts under any bankruptcy law (including, without limitation of the Purchased Shares have not been delivered foregoing generality, adjudication of the Lessee as a bankrupt), or for the dissolution or liquidation of the Lessee, or for the appointment of a receiver, trustee or other similar officer to take charge of a substantial part of the Purchaser and may have been delivered Lessee's property or to any other Personwind up the Lessee's affairs, then, unless said proceedings are dismissed, and from and any receiver, trustee or other similar officer appointed there discharged, within sixty (60) days after the date institution of such deposit or delivery, as the case may beproceedings, the purchase of the Purchased Shares same shall be deemed to have been duly completed constitute a breach of this Lease and all thereupon, ipso facto and without entry or other action by the rightLessor, title, benefit and interest, both at law and in equity, in and to the Purchased Shares, free and clear of any Encumbrance, shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all the right, title, benefit and interest, both at law and in equity, of the Seller, whether as a Shareholder or otherwise, Lessee's estate shall cease and terminate. (b) A defaulting Seller be terminated and the Lessor shall immediately become entitled to recover of the Lessee, and the Lessee agrees in such event to pay the Lessor as liquidated damages for such breach, an amount equal to the amount of the rent herein provided for the residue of the term hereof less the fair rental value of the Leased Premises for the residue of said term. For the purpose of the foregoing provisions of this Paragraph, the expression "rent herein provided for" shall be entitled deemed to receive any monies deposited in an account in its name with the principal banker include all items of the Company pursuant to Section 14.4(a)(i) without interest only upon delivery to the Purchaser of all of the documents the Seller was required to deliver to the Purchaser at the Time of Closing in accordance with the provisions hereof. (c) Each Seller of Purchased Shares hereby irrevocably constitutes and appoints the Purchaser of such Purchased Shares or any officer or person of similar authority of the Purchaser as its true and lawful attorney in fact and agent, with full power of substitution, for, in the name of and on behalf of the Seller, to execute and deliver all such assignments, transfers, instruments and other documents, including a transfer form, as may be necessary effectively to transfer and assign to the Purchaser, on the books of the Company and otherwise, the Purchased Shares. Such appointment and power of attorney, being coupled with an interest, shall be irrevocable by the Seller and shall not be revoked by the insolvency, bankruptcy, incapacity, dissolution, liquidation additional rent or other termination charges or payments for which the Lessee is responsible under any provision of the existence of the Seller and each Seller hereby ratifies and confirms and agrees to ratify and confirm all that such attorney may lawfully do or cause to be done by virtue of the provisions hereofthis Lease. (d) Each Shareholder hereby consents, and agrees to cause any nominee on the Board to provide any necessary consent, to any transfer of Shares made pursuant to this Article 14.

Default Provisions. (a) If in respect The Notes shall forthwith become immediately due and payable, and Borrower's eligibility to request any further advances on account of the Amended and Restated Revolving Credit Loan or to request the issuance of additional Letters of Credit shall automatically terminate, without presentment, protest, demand or notice of any purchase and sale kind, if Borrower or any of the Guarantors becomes insolvent (including in said term either a negative Tangible Net Worth or an inability to pay their respective debts as they mature) or bankrupt, or makes an assignment for the benefit of their respective creditors, or consents to the appointment of a Purchased Shares to be completed in accordance with this Agreement trustee or receiver of all or a substantial part of their respective properties or such appointment is made without their consent, or if bankruptcy, reorganization, arrangement, receivership or liquidation proceedings are instituted by or against Borrower or any Seller of the Guarantors, and any involuntary bankruptcy proceeding is not present or represented at the Time of Closing, or is present or represented but fails for any reason other than the default dismissed within sixty (60) days of the Purchaser to produce and deliver to the Purchaser the documents required to be delivered at such time in accordance with the provisions hereof, thenfiling of same; (b) Lender may, at its option, declare the option Notes due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any kind in any of the Purchaser and in addition to any remedies which the Purchaser may have at law or in equity in respect of such defaultfollowing cases: (i) notwithstanding If any payment of principal or interest or any other provision payment required by the Notes or by the terms of this Agreement, any of the Loan Documents shall not be fully paid when demand (to the extent the same is payable on demand) is made for the payment of the same or within ten (10) days after the same shall fall due if payable other than on demand; (ii) If any payment of principal or interest or any other payment required by any of the obligations of Borrower or any of the Guarantors for any other money borrowed by Borrower or any of the Guarantors from Lender or for money borrowed by Borrower or any of the Guarantors from any third person in excess of the aggregate purchase price payable by sum of $250,000.00 shall not be fully paid when demand is made for the Purchaser to that Seller may be deposited into a special account of a branch payment of the Company's principal banker same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default (and all applicable cure and/or grace periods have expired); (iii) If any warranty or representation by Borrower or any of the Guarantors contained in the name of Loan Documents or in trust any statement furnished by Borrower or any of the Guarantors to Lender proves incorrect in any material respect; (iv) If default exists in the due observance of any of the covenants or agreements of Borrower or any of the Guarantors set forth in any of the Loan Documents; (v) If a final unappealable judgment (not covered by insurance) in an amount in excess of $250,000.00 is entered against Borrower or any of the Guarantors and remains unsatisfied for a period of thirty (30) calendar days; (vi) If Borrower or any of the SellerGuarantors is voluntarily or involuntarily dissolved, or take any action to effect a dissolution, ceases to conduct business; (vii) If the Liens granted by Borrower to Lender in the Collateral pursuant to the Security Agreement or the Liens granted by Borrower to Lender in the Real Property Collateral owned by it pursuant to the applicable Mortgages shall cease to be continuing first priority Liens, or if an Event of Default shall occur under the terms of the Security Agreement or under any such applicable Mortgage; (viii) If any Guaranty shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part, or the validity or enforceability of any Guaranty shall be challenged or denied by any Guarantor, if the Liens granted by any Guarantor to Lender in the Collateral covered by any Guarantor Security Agreement or the Liens granted by any Guarantor to Lender in the Real Property Collateral owned by such Guarantor pursuant to a Mortgage shall cease to be continuing first priority Liens, or if an Event of Default occurs under any Guarantor Security Agreement or under any applicable Mortgage; (ix) If Borrower suffers a net loss on a consolidated basis, as determined in accordance with GAAP consistently applied, in any three (3) consecutive fiscal quarters; or (iix) If any "Change in Control" (as defined below) occurs. As used herein, the Purchaser may elect not to purchase term "Change in Control" shall mean the Purchased Shares. If the purchase price for the Purchased Shares is deposited into a special account as aforesaid, then such deposit shall constitute valid and effective payment happening of the purchase price or consideration to the Seller for the Purchased Shares purchased from it even though the Seller has voluntarily Encumbered or Transferred any of the Purchased Shares following: (A) When any "person", as such term is used in Sections 13(d) and notwithstanding 14(d) of the fact Securities Exchange Act of 1934 (the "Exchange Act"), other than Borrower or any Affiliate of Borrower, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Borrower representing more than twenty percent (20.0%) of the combined voting power of either (I) the then outstanding shares of common stock of Borrower (the "Outstanding Common Stock") or (II) the then outstanding voting securities of Borrower entitled to vote generally in the election of directors (the "Voting Securities"); or (B) Individuals who, at the beginning of any twenty-four (24) month period, constitute the Directors of Borrower (the "Incumbent Board") cease for any reason to constitute at least a majority of the Directors or cease to be able to exercise the powers of the majority of the Board of Directors, provided that any individual becoming a director subsequent to the beginning of such period whose election or nomination for election by Borrower's stockholders was approved by a vote of at least a majority of the Purchased Shares have not been delivered Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the Purchaser election of Directors of Borrower (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Consummation by Borrower of a reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or substantially all of the individuals or entities who were the respective beneficial owners of the Outstanding Common Stock and may have been delivered Voting Securities immediately prior to any other Personsuch Business Combination do not, and from and after the date following consummation of all transactions intended to constitute part of such deposit Business Combination, beneficially own, directly or deliveryindirectly, more than seventy-five percent (75%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, the purchase of the Purchased Shares shall be deemed corporation, business trust or other entity resulting from or being the surviving entity in such Business Combination in substantially the same proportion as their ownership immediately prior to have been duly completed such Business Combination of the Outstanding Common Stock and Voting Securities, as the case may be; or (D) Consummation of a complete liquidation or dissolution of Borrower or sale or other disposition of all or substantially all of the rightassets of Borrower other than to a corporation, titlebusiness trust or other entity with respect to which, benefit following consummation of all transactions intended to constitute part of such sale or disposition, more than seventy-five percent (75%) of, respectively, the then outstanding shares of common stock and interest, both at law and in equity, in and the combined voting power of the then outstanding voting securities entitled to the Purchased Shares, free and clear of any Encumbrance, shall be conclusively deemed to have been transferred and assigned to and become vested vote in the Purchaser election of directors, as the case may be, is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and all entities who were the rightbeneficial owners, title, benefit and interest, both at law and in equityrespectively, of the SellerOutstanding Common Stock and Voting Securities, whether immediately prior to such sale or disposition in substantially the same proportion as a Shareholder or otherwise, shall cease and terminate. (b) A defaulting Seller shall be entitled to receive any monies deposited in an account in its name with the principal banker their ownership of the Company pursuant Outstanding Common Stock and Voting Securities, as the case may be, immediately prior to Section 14.4(a)(i) without interest only upon delivery to such sale or disposition. Notwithstanding the Purchaser foregoing, an Event of all Default shall not occur hereunder if any one of the documents the Seller was required to deliver to the Purchaser at the Time foregoing Events of Closing in accordance with the provisions hereof. Default involves a Guarantor whose assets, on a consolidated basis, do not represent ten percent (c10.0%) Each Seller of Purchased Shares hereby irrevocably constitutes and appoints the Purchaser of such Purchased Shares or any officer or person of similar authority more of the Purchaser consolidated assets of Borrower and the Consolidated Subsidiaries as its true and lawful attorney in fact and agent, with full power of substitution, for, in the name of and on behalf of the Seller, to execute and deliver all such assignments, transfers, instruments and other documents, including a transfer form, as may be necessary effectively to transfer and assign to the Purchaser, on the books of the Company and otherwise, the Purchased Shares. Such appointment and power of attorney, being coupled with an interest, shall be irrevocable by the Seller and shall not be revoked by the insolvency, bankruptcy, incapacity, dissolution, liquidation or other termination of the existence of the Seller and each Seller hereby ratifies and confirms and agrees to ratify and confirm all date that such attorney may lawfully do or cause to be done by virtue Event of the provisions hereofDefault occurs. (d) Each Shareholder hereby consents, and agrees to cause any nominee on the Board to provide any necessary consent, to any transfer of Shares made pursuant to this Article 14.

Default Provisions. (a) If in respect The Notes shall forthwith become immediately due and payable, and Borrower's eligibility to request any further advances on account of the Revolving Credit Loan or to request the issuance of additional Letters of Credit shall automatically terminate, without presentment, protest, demand or notice of any purchase and sale kind, if Borrower or any of the Guarantors becomes insolvent (including in said term either a negative Tangible Net Worth or an inability to pay their respective debts as they mature) or bankrupt, or makes an assignment for the benefit of their respective creditors, or consents to the appointment of a Purchased Shares to be completed in accordance with this Agreement trustee or receiver of all or a substantial part of their respective properties or such appointment is made without their consent, or if bankruptcy, reorganization, arrangement, receivership or liquidation proceedings are instituted by or against Borrower or any Seller of the Guarantors, and any involuntary bankruptcy proceeding is not present or represented at the Time of Closing, or is present or represented but fails for any reason other than the default dismissed within sixty (60) days of the Purchaser to produce and deliver to the Purchaser the documents required to be delivered at such time in accordance with the provisions hereof, thenfiling of same; (b) Lender may, at its option, declare the option Notes due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any kind in any of the Purchaser and in addition to any remedies which the Purchaser may have at law or in equity in respect of such defaultfollowing cases: (i) notwithstanding If any payment of principal or interest or any other provision payment required by the Notes or by the terms of this Agreement, any of the Loan Documents shall not be fully paid when demand (to the extent the same is payable on demand) is made for the payment of the same or within ten (10) days after the same shall fall due if payable other than on demand; (ii) If any payment of principal or interest or any other payment required by any of the obligations of Borrower or any of the Guarantors for any other money borrowed by Borrower or any of the Guarantors from Lender or for money borrowed by Borrower or any of the Guarantors from any third person in excess of the aggregate purchase price payable by sum of $250,000.00 shall not be {W1772792;7} fully paid when demand is made for the Purchaser to that Seller may be deposited into a special account of a branch payment of the Company's principal banker same (to the extent payable on demand) or when the same shall fall due, or if any of said obligations shall become or be declared in default (and all applicable cure and/or grace periods have expired); (iii) If any warranty or representation by Borrower or any of the Guarantors contained in the name of Loan Documents or in trust any statement furnished by Borrower or any of the Guarantors to Lender proves incorrect in any material respect; (iv) If default exists in the due observance of any of the covenants or agreements of Borrower or any of the Guarantors set forth in any of the Loan Documents; (v) If a final unappealable judgment (not covered by insurance) in an amount in excess of $250,000.00 is entered against Borrower or any of the Guarantors and remains unsatisfied for a period of thirty (30) calendar days; (vi) If Borrower or any of the SellerGuarantors is voluntarily or involuntarily dissolved, or take any action to effect a dissolution, ceases to conduct business; (vii) If the Liens granted by Borrower to Lender in the Collateral pursuant to the Security Agreement shall cease to be continuing first priority Liens, or if an Event of Default shall occur under the terms of the Security Agreement; (viii) If any Guaranty shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part, or the validity or enforceability of any Guaranty shall be challenged or denied by any Guarantor; (ix) If Borrower suffers a net loss on a consolidated basis, as determined in accordance with GAAP consistently applied, in any three (3) consecutive fiscal quarters; or (iix) If any "Change in Control" (as defined below) occurs. As used herein, the Purchaser may elect not to purchase term "Change in Control" shall mean the Purchased Shares. If the purchase price for the Purchased Shares is deposited into a special account as aforesaid, then such deposit shall constitute valid and effective payment happening of the purchase price or consideration to the Seller for the Purchased Shares purchased from it even though the Seller has voluntarily Encumbered or Transferred any of the Purchased Shares following: (A) When any "person", as such term is used in Sections 13(d) and notwithstanding 14(d) of the fact Securities Exchange Act of 1934 (the "Exchange Act"), other than Borrower or any Affiliate of Borrower, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Borrower representing more than twenty percent (20.0%) of the combined voting power of either (I) the then outstanding shares of common stock of Borrower (the "Outstanding Common Stock") or (II) the then outstanding voting securities of Borrower entitled to vote generally in the election of directors (the "Voting Securities"); or (B) Individuals who, at the beginning of any twenty-four (24) month period, constitute the Directors of Borrower (the "Incumbent Board") cease for any reason to constitute at least a majority of the Directors or cease to be able to exercise the powers of the majority of the Board of Directors, provided that any individual becoming a director {W1772792;7} subsequent to the beginning of such period whose election or nomination for election by Borrower's stockholders was approved by a vote of at least a majority of the Purchased Shares have not been delivered Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the Purchaser election of Directors of Borrower (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (C) Consummation by Borrower of a reorganization, merger or consolidation (a "Business Combination"), in each case, with respect to which all or substantially all of the individuals or entities who were the respective beneficial owners of the Outstanding Common Stock and may have been delivered Voting Securities immediately prior to any other Personsuch Business Combination do not, and from and after the date following consummation of all transactions intended to constitute part of such deposit Business Combination, beneficially own, directly or deliveryindirectly, more than seventy-five percent (75.0%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, the purchase of the Purchased Shares shall be deemed corporation, business trust or other entity resulting from or being the surviving entity in such Business Combination in substantially the same proportion as their ownership immediately prior to have been duly completed such Business Combination of the Outstanding Common Stock and Voting Securities, as the case may be; or (D) Consummation of a complete liquidation or dissolution of Borrower or sale or other disposition of all or substantially all of the rightassets of Borrower other than to a corporation, titlebusiness trust or other entity with respect to which, benefit following consummation of all transactions intended to constitute part of such sale or disposition, more than seventy-five percent (75.0%) of, respectively, the then outstanding shares of common stock and interest, both at law and in equity, in and the combined voting power of the then outstanding voting securities entitled to the Purchased Shares, free and clear of any Encumbrance, shall be conclusively deemed to have been transferred and assigned to and become vested vote in the Purchaser election of directors, as the case may be, is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and all entities who were the rightbeneficial owners, title, benefit and interest, both at law and in equityrespectively, of the SellerOutstanding Common Stock and Voting Securities, whether immediately prior to such sale or disposition in substantially the same proportion as a Shareholder or otherwise, shall cease and terminate. (b) A defaulting Seller shall be entitled to receive any monies deposited in an account in its name with the principal banker their ownership of the Company pursuant Outstanding Common Stock and Voting Securities, as the case may be, immediately prior to Section 14.4(a)(i) without interest only upon delivery to such sale or disposition. Notwithstanding the Purchaser foregoing, an Event of all Default shall not occur hereunder if any one of the documents the Seller was required to deliver to the Purchaser at the Time foregoing Events of Closing in accordance with the provisions hereof. Default involves a Guarantor whose assets, on a consolidated basis, do not represent ten percent (c10.0%) Each Seller of Purchased Shares hereby irrevocably constitutes and appoints the Purchaser of such Purchased Shares or any officer or person of similar authority more of the Purchaser consolidated assets of Borrower and the Consolidated Subsidiaries as its true and lawful attorney in fact and agent, with full power of substitution, for, in the name of and on behalf of the Seller, to execute and deliver all such assignments, transfers, instruments and other documents, including a transfer form, as may be necessary effectively to transfer and assign to the Purchaser, on the books of the Company and otherwise, the Purchased Shares. Such appointment and power of attorney, being coupled with an interest, shall be irrevocable by the Seller and shall not be revoked by the insolvency, bankruptcy, incapacity, dissolution, liquidation or other termination of the existence of the Seller and each Seller hereby ratifies and confirms and agrees to ratify and confirm all date that such attorney may lawfully do or cause to be done by virtue Event of the provisions hereofDefault occurs. (d) Each Shareholder hereby consents, and agrees to cause any nominee on the Board to provide any necessary consent, to any transfer of Shares made pursuant to this Article 14.

Default Provisions. (a) If in respect The Term Loan Note, the Line of Credit Note and the Revolver/Term Note shall forthwith become due and payable, without presentment, protest, demand or notice of any purchase and sale kind, if Debtor becomes insolvent (including in said term an inability to pay its debts as they mature) or bankrupt, or makes an assignment for the benefit of its creditors, or consents to the appointment of a Purchased Shares to be completed trustee or receiver of all or a substantial part of its properties or such appointment is made without its consent, of if bankruptcy, reorganization, arrangement, receivership or liquidation proceedings are instituted by or against Debtor; (b) Secured Party may at its option declare the Term Loan Note, the Line of Credit Note and the Revolver/Term Note due and payable whereupon the same shall become due and payable forthwith, without presentment, protest, demand or notice of any kind in accordance with this Agreement any Seller is not present or represented at the Time of Closing, or is present or represented but fails for any reason other than the default of the Purchaser to produce and deliver to the Purchaser the documents required to be delivered at such time in accordance with the provisions hereof, then, at the option of the Purchaser and in addition to any remedies which the Purchaser may have at law or in equity in respect of such defaultfollowing cases: (i) notwithstanding If any payment of principal or interest or any other provision of this Agreementpayment required by the terms hereof or by the Term Loan Note, the aggregate purchase price Line of Credit Note, the Revolver/Term Note, or by any other instrument, agreement or document executed and delivered to Secured Party pursuant to terms hereof shall not be fully paid when demand (to the extent the same is payable by on demand) is made for the Purchaser to that Seller may be deposited into a special account of a branch payment of the Company's principal banker in same or within ten (10) days after the name of or in trust for the Seller; orsame shall fall due if payable other than on demand; (ii) If any payment of principal or interest or any other payment required by any of the Purchaser may elect obligations of Debtor for money borrowed by it from any third Person shall not to purchase the Purchased Shares. If the purchase price be fully paid when demand is made for the Purchased Shares is deposited into a special account as aforesaid, then such deposit shall constitute valid and effective payment of the purchase price or consideration same (to the Seller for extent payable on demand) or when the Purchased Shares purchased from it even though same shall fall due, or if any of said obligations shall become or be declared in default; (iii) If any warranty or representation by Debtor contained herein or in any related agreement, instrument or document, or in any statement furnished by Debtor to Secured Party proves incorrect in any respect; (iv) If default exists in the Seller has voluntarily Encumbered or Transferred due observance of any of the Purchased Shares covenants or agreements of Debtor set forth in this Agreement, or in any other agreement, instrument or document executed and notwithstanding the fact that any of the Purchased Shares have not been delivered to the Purchaser and may have been delivered to any other Person, and from and after the date of such deposit or delivery, as the case may be, the purchase of the Purchased Shares shall be deemed to have been duly completed and all the right, title, benefit and interest, both at law and in equity, in and Secured Party pursuant to the Purchased Shares, free and clear terms of any Encumbrance, shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all the right, title, benefit and interest, both at law and in equity, of the Seller, whether as a Shareholder or otherwise, shall cease and terminate.this Agreement; (bv) A defaulting Seller shall be entitled to receive any monies deposited in an account in its name with the principal banker If a judgment is entered against Debtor and remains unsatisfied for a period of the Company pursuant to Section 14.4(a)(i(30) without interest only upon delivery to the Purchaser of all of the documents the Seller was required to deliver to the Purchaser at the Time of Closing in accordance with the provisions hereofdays. (c) Each Seller of Purchased Shares hereby irrevocably constitutes and appoints the Purchaser of such Purchased Shares or any officer or person of similar authority of the Purchaser as its true and lawful attorney in fact and agent, with full power of substitution, for, in the name of and on behalf of the Seller, to execute and deliver all such assignments, transfers, instruments and other documents, including a transfer form, as may be necessary effectively to transfer and assign to the Purchaser, on the books of the Company and otherwise, the Purchased Shares. Such appointment and power of attorney, being coupled with an interest, shall be irrevocable by the Seller and shall not be revoked by the insolvency, bankruptcy, incapacity, dissolution, liquidation or other termination of the existence of the Seller and each Seller hereby ratifies and confirms and agrees to ratify and confirm all that such attorney may lawfully do or cause to be done by virtue of the provisions hereof. (d) Each Shareholder hereby consents, and agrees to cause any nominee on the Board to provide any necessary consent, to any transfer of Shares made pursuant to this Article 14.