Common use of Events of Default and Remedies Clause in Contracts

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing: (a) 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 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 such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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 (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuingoccur: (a) 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 failureNote; (b) any representation or warranty made by Maker to Payee herein or in the 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 such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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; (gc) 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 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; (id) the dissolution or termination liquidation of Maker; (je) Maker shall breach any covenant under this Note, (f) any final judgment(s) for the payment "Event of money in excess of the sum of $100,000 Default," as defined in the aggregate Security Agreement or the Mortgage, shall be rendered against Maker and such judgment occur, (g) any failure to pay, when due, any obligations, whether as to principal, interest or judgments otherwise, including non-payment following acceleration or maturity, shall not be satisfied or discharged at least ten (10) days prior occur with respect to the date on which Senior Financing Debt and continue past the expiration of any period of its assets could be lawfully sold to satisfy such judgments; or grace, if any, with respect thereto provided in the document governing the same, (kh) any default or event of default, other than a default or event of default occasioned by a failure to pay as described in the preceding clause (g), shall occur under with respect to Senior Financing Debt and, by reason thereof, the Services Agreement holder of the Senior Debt accelerates the maturity of all or any part of the Management Services AgreementSenior Financing Debt and declares the same to be due and payable prior to the stated maturity date thereof, (i) the payment of dividends by Maker on or with respect to its common stock in any fiscal year in excess of 50% of Maker's net income after taxes , (j) Maker shall make a loan to any party (other than advances to employees for reasonable travel expenses in the ordinary course of business), and/or (k) a Change of Control shall occur. Upon the occurrence of any Event of Default hereunder or under hereunder, the Security Agreement, then in any such event the holder hereof Noteholder may, at its option, at any time thereafter, (i) declare the entire unpaid principal balance of principal of and accrued interest upon this Note to be, and any other Obligation to be the same shall thereupon become, immediately due and payable without the presentment or notice of any kind kind, which Maker hereby waives pursuant to Section 3 --------- herein,4 hereof, and/or (ii) pursue and enforce any of Noteholder's rights and remedies available pursuant to any applicable law or agreement; provided, however, upon the occurrence of any Event of Default specified in clause (b), (c) or (d) of this Section 5,with respect to Maker, without any notice to Maker or any other act by Noteholder, the principal balance and interest accrued on this Note shall automatically and without necessity of any act by Noteholder become immediately due and payable without presentment, demand, protest or notice of protest, notice of acceleration, notice of intent to accelerate or other notice of any kind, all of which are hereby waived by Maker. Noteholder agrees to advise Maker promptly if Noteholder is aware of an Event of Default.

Events of Default and Remedies. An "Event of Default" “EVENT OF DEFAULT” shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing: (a) Maker the Company shall fail to pay when due any principal of, or interest upon, this Note or any other the Obligation and such failure shall continue for ten five (105) Business Days after such payment became due; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days following the date Payee notifies Maker of such failureafter written notice thereof; or (bc) any representation or warranty made by Maker the Company to Payee Lender herein or in the Security Agreement any other Loan Document shall prove to be untrue or inaccurate in any material respect and shall continue to be untrue respect; or inaccurate thirty (30) days after the date Payee notifies Maker of such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker Company shall (1) apply for or consent to the appointment of a receiver, trustee, intervenorintervener, custodian custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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 reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (ge) an order, judgment judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of Maker or the Company appointing a receiver, trustee, intervenor intervener, or liquidator of Makerthe Company, or of all or substantially all of its or their assets, and such order, judgment judgment, or decree shall continue unstayed and in effect for a period of sixty thirty (6030) days; or (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; (if) the dissolution or termination liquidation of Makerthe Company; or (jg) 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 $100,000 250,000 individually or in the aggregate shall be rendered against Maker the Company and such judgment or judgments judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of its the Company’s assets could be lawfully sold to satisfy such judgments; or (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreementjudgment(s). Upon the occurrence of any Event of Default hereunder or under the Security Agreementhereunder, then in any such event the holder hereof may, at its option, (i) declare the entire unpaid principal balance of principal of and accrued interest upon this Note and any other the Obligation to be immediately due and payable without presentment or notice of any kind which Maker the Company waives pursuant to Section 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 SECTION 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. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more a. 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 occur and be continuingconstitute a “Default” hereunder: (ai) Maker shall fail Borrower fails to pay any amount of principal and interest when due any principal of, or interest upon, this under the Note or any other Obligation and such failure shall continue continues for a period of ten (10) days following the date Payee notifies Maker of such failuredays; (bii) any representation or warranty made by Maker to Payee herein Borrower in this Agreement or in the Security Agreement any other Loan Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respect as and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such eventwhen made; (ciii) default shall occur Borrower fails (A) 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 or any other Loan Document and, in the performance case of any clause (B), such failure continues unremedied for a period of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty fifteen (3015) days following the date Payee notifies Maker of such defaultdays; (div) default Borrower shall occur in the payment of any material indebtedness of Makerhave consolidated with, merged with or into, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof conveyed, sold or otherwise transferred all or substantially all of its assets or shall become due by have failed to maintain its terms and shall not be promptly paid or extendedcorporate existence; (ev) the Security Agreement shall cease to be Borrower (A) ceases doing business as a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created therebygoing concern; (fB) Maker shall (1) apply makes an assignment for the benefit of creditors or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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 reorganization, insolvency 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 similar proceeding initiated against it 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 others within sixty (60) daysdays of the date such proceedings were initiated; (hE) Payee's liensrequests or consents to the appointment of a trustee, mortgages custodian or security interests in 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) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and Lender or any affiliate of Lender; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and any of its other creditors, (viii) if Borrower’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in the collateral Guaranty executed by such Guarantor) shall occur; (ix) a material adverse change in Borrower’s existing or prospective financial condition or results of operations since the date hereof which may affect the ability of Borrower to perform its obligations under the Loan Documents shall occur and be continuing; or (x) the owners of the capital stock or other units of ownership on the date of this Agreement entitled to vote for this Note should become unenforceable, the election of the board of directors of the Borrower or other similar governing body cease to be first priority liens, mortgages own or security interests; (i) do not have the dissolution or termination of Maker; (j) any final judgment(s) for the payment of money in excess of the sum of $100,000 unencumbered right to vote in the aggregate shall be rendered against Maker and such judgment or judgments shall not be satisfied or discharged at least ten ninety percent (1090%) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgments; capital stock or (k) any default or event other ownership interest of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Borrower.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if (A) If any one or more of the following events shall occur occur, any such event shall constitute an "Event of Default" hereunder and be continuing: Borrower shall provide Lender with immediate notice thereof (i) Borrower's failure to repay the Obligations, or any portion thereof on the date the Obligations, or any portion thereof, are due and payable; (ii) entry of a court order which enjoins, restrains or in any way prevents Borrower from conducting Borrower's business; (iii) Borrower fails to provide to Lender any documents, instruments or other information or take any action required pursuant to the provisions of this Agreement; (iv) if Borrower shall (a) 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 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 such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general an assignment for the benefit of creditors, (4b) 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 reorganization relief, (f) seek, consent to, or an arrangement with creditors or to take advantage acquiesce in, the appointment of any bankruptcy or insolvency lawssimilar trustee, 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 MakerBorrower or of Borrower's properties; or (v) if Borrower shall take any action to accomplish Borrower's dissolution or 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 all or substantially all of its or their assetsthem, as those debts become due and such order, judgment or decree payable and which inability 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 (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,business days.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more (a) Any of the following events or conditions shall occur and be continuingconstitute an event of default (Event of Default) hereunder: (ai) Maker shall fail to pay nonpayment, when due due, whether by acceleration or otherwise, of principal of or interest on any principal ofIndebtedness, 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 default by Maker to Payee herein or in the 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 such event; (c) default shall occur Applicant in the performance of any obligation, covenant, term or condition of this Agreement or any other agreement between Applicant and Bank; (ii) death or judicial declaration of incompetency of Applicant, if any individual; (iii) the filing by or against Applicant of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, relief as a debtor or other relief under the bankruptcy, insolvency or similar laws of the covenants United States or agreements of Maker contained herein any state or territory thereof or any foreign jurisdiction, now or hereafter in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such defaulteffect; (div) default shall occur in the payment making of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment by Applicant for the benefit of creditors, (4) file ; Applicant shall have made or suffered a petition or answer seeking reorganization or an arrangement with creditors or to take advantage transfer 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 of its property which may be fraudulent under any bankruptcy, reorganization fraudulent conveyance or insolvency proceedingsimilar law; the appointment of a receiver or trustee for Applicant or for any assets of Applicant, including, without limitation, the appointment of or taking possession by a "custodian", as defined in the Federal Bankruptcy Code; the making of any, or take corporate action sending notice of any intended, bulk sales; or the institution by or against Applicant of any type of insolvency proceeding (under the Federal Bankruptcy Code or otherwise) or of any formal or informal proceeding for the purpose dissolution or liquidation of, settlement of effecting any claims against or winding up of the foregoingaffairs of, Applicant; (gv) an orderthe sale, judgment assignment, transfer 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 delivery of all or substantially all of its the assets of Applicant; the cessation by Applicant as a going business concern, the entry of judgment against Applicant, other than a judgment for which Applicant is fully insured, if ten days thereafter such judgment is not satisfied, vacated, bonded or their assets, and stayed pending appeal; or if Applicant is generally not paying Applicant's debts as such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) daysdebts become due; (hvi) Payee's liensthe occurrence of any event described in paragraph 6(a)(ii), mortgages (iii), (iv) or security interests (v) hereof with respect to any indorser, guarantor or any other party liable for, or whose assets or any interest therein secures, payment of any Indebtedness (Third Party), or the occurrence of any such event with respect to any general partner of Applicant, if Applicant is a partnership; (vii) if any certificate, statement, representation, warranty or audit heretofore or hereafter furnished by or on behalf of Applicant or any Third Party, pursuant to or in connection with this Agreement, or otherwise (including, without limitation, representations and warranties continued herein), or as an inducement to Bank to extend any credit to or to enter into this or any other agreement with Applicant, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified, or to have omitted any substantial contingent or unliquidated liability or claim against Applicant or any such Third Party; or, if upon the date of execution of this Agreement there shall have been any materially adverse change in any of the collateral for this Note should become unenforceablefacts disclosed by any such certificate, statement, representation, warranty or cease to be first priority liensaudit, 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 which change shall not be satisfied have been disclosed in writing to Bank at or discharged at least ten (10) days prior to the date on which time of such execution; (viii) nonpayment by Applicant when due of any of its assets could be lawfully sold indebtedness for borrowed money owing to satisfy such judgments; any third party, or (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any Event event which could result in acceleration of Default hereunder or under the Security Agreement, then in payment of any such event indebtedness; or (ix) the holder hereof mayreorganization, at its option, merger or consolidation of Applicant (i) declare or the entire unpaid balance of principal of and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment or notice making of any kind which Maker waives pursuant to Section 3 --------- herein,agreement therefor) without the prior written consent of Bank.

Events of Default and Remedies. An "“Event of Default" ” shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing: (a) Maker shall fail to pay when due due, any principal of, or interest upon, upon this Note or any other Obligation and such failure shall continue for ten (10) days following the date Payee notifies Maker of such failuremore than 15 business days; (b) any representation or warranty made by Maker to Payee herein herein, in any other Loan Document or in the Security Agreement any other agreement or document 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 such eventrespect; (c) any default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement any other Loan Document and such default shall continue for thirty (30) not be cured by Maker within 15 business days following the date Payee notifies Maker Maker’s receipt of written notice of such default; (d) default shall occur in the payment of any material indebtedness of Maker, this Note or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement other Loan Document shall cease to be a the legal, valid, binding agreement enforceable against any party executing the same Maker in accordance with the respective its terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created therebythereby (including, without limitation, if Lender’s security interest in the Collateral is not effective); or (fe) Maker shall (1i) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2ii) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3iii) make a general assignment for the benefit of creditors, (4iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5v) 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 (gf) 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 (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any Event of Default hereunder or under the Security AgreementDefault, then in any such event the holder Lender hereof may, at its option, (iA) declare the entire unpaid balance of principal of and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,7 hereof, (B) reduce any claim to judgment, and/or (C) pursue and enforce any of Payee’s rights and remedies available pursuant to any applicable law or any Loan Document (including, without limitation, the right under the Pledge Agreement to replace ExchangeRight as the owner of any SPE).

Events of Default and Remedies. An "Event The occurrence of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuingconstitute an “Event of Default” under this Agreement: (a) Maker Any representation or warranty made or deemed made by the Borrower herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other loan document shall prove to have been incorrect in any material respect on or as of the date made or deemed made, or (b) the Borrower shall fail to pay any principal of any Loan when due in accordance with the terms thereof or hereof; or the Borrower shall fail to pay any principal ofinterest on any Loan, or interest upon, this Note or any other Obligation and amount payable hereunder or under any other loan documents, within five days after any such interest or other amount becomes due in accordance with the terms thereof or hereof; or (c) Borrower fails to perform any other non-monetary Obligation, which 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 Security Agreement shall prove to be untrue or inaccurate in any material respect and shall continue to be untrue or inaccurate thirty (30) is not cured within 30 days after the date Payee notifies Maker of such eventdue; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default (i) the Borrower shall occur in the payment commence any case, proceeding or other action (A) under any existing or future law of any material indebtedness jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of Makerdebtors, seeking to have an order for relief entered with respect to it, or any such indebtedness shall become due before seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its stated maturity by acceleration of the maturity thereof debts, or otherwise or shall become due by its terms and shall not be promptly paid or extended; (eB) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the seeking appointment of a receiver, trustee, intervenorcustodian, custodian conservator or liquidator of itself other similar official for it or of for all or a any substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) the Borrower shall make a general assignment for the benefit of its 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 (5ii) 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 there shall be entered by commenced against the Borrower any court of competent jurisdiction case, proceeding or other competent authority approving action of a petition seeking reorganization nature referred to in clause (i) above which (A) results in the entry of Maker an order for relief or appointing a receiverany such adjudication or appointment or (B) remains undismissed, trustee, intervenor undischarged 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 unbonded for a period of sixty (60) 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 (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any If an Event of Default hereunder or under occurs, Lender shall, upon notice thereof to the Security AgreementBorrower, then in any such event have the holder hereof may, at its option, (i) right to accelerate and declare all of the entire unpaid balance of principal of and accrued interest upon this Note and any other Obligation Obligations to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,payable, increase the interest rate by an additional two percent per annum, and exercise all rights and remedies accorded it by applicable law.

Events of Default and Remedies. An "Event Upon the happening of Default" an event of ------------------------------ default with respect to this Note, the whole sum of principal and interest still outstanding pursuant to the terms of this Note shall ------------------------------------------ exist hereunder if any one or more become due and payable immediately, at the option of the following events shall occur and be continuing: (a) Maker shall fail to pay when due any principal ofLender, 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 Security Agreement shall prove to be untrue or inaccurate in any material respect and shall continue to be untrue or inaccurate unless said default is cured within thirty (30) days after business days. The following shall constitute events of default hereunder: (1) the date Payee notifies Maker failure of such eventthe Borrower to pay principal when due and payable; (c2) default shall occur a decree or order by a court having jurisdiction in the performance of any of premises being entered adjudging the covenants Borrower a bankrupt or agreements of Maker contained herein insolvent, or in approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for the Security Agreement and such default shall continue for thirty (30) days following Borrower under the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of MakerFederal bankruptcy laws, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof other similar applicable Federal or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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 assetsstate law, and such order, judgment decree or decree order shall continue have continued undischarged or unstayed and in effect for a period of sixty (60) days; or (h3) Payee's liensa decree or order of a court having jurisdiction in the premises for the appointment of a receiver, mortgages liquidator, trustee or security interests assignee in any bankruptcy or insolvency of the collateral for this Note should become unenforceableBorrower, or cease to be first priority liensa substantial part of its property or for the winding-up or liquidation of its affairs, mortgages shall have been entered, and such decree or security interestsorder shall have remained in force discharged or unstayed for a period of sixty (60) days; or (i) the dissolution or termination of Maker; (j4) any final judgment(s) for the payment of money in excess substantial part of the sum property of $100,000 in the aggregate Borrower, on a consolidated basis, shall be rendered against Maker sequestered or attached and such judgment or judgments shall not be satisfied returned to the possession of the Borrower or discharged at least ten released from such attachment within sixty (1060) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgmentsthereafter; or (k5) any default the Borrower shall institute proceedings to be adjudicated a voluntary bankrupt or event shall consent to the filing of default a bankruptcy proceeding against it, or shall occur under file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar applicable Federal or state law, or shall consent to the Services Agreement or the Management Services Agreement. Upon the occurrence filing of any Event such petition, or shall consent to the appointment of Default hereunder a receiver, liquidator, trustee or under assignee in bankruptcy or insolvency of it or a substantial part of its property, or shall make an assignment for the Security Agreement, then in any such event the holder hereof may, at its option, (i) declare the entire unpaid balance benefit of principal of and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,creditors.

Events of Default and Remedies. An "Event of Default" “EVENT OF DEFAULT” shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing: (a) Maker Company shall fail to pay when due any principal of, or interest upon, this Note or any other the Obligation and such failure shall continue for ten three (103) days following the date Payee notifies Maker of after such failurepayment became due; or (b) Company shall fail to perform any of the covenants or agreements contained herein and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by Maker Company to Payee Holder herein or in the Security Agreement shall prove to be untrue or inaccurate in any material respect and shall continue to be untrue respect; or inaccurate thirty (30) days after the date Payee notifies Maker of such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker Company shall (1) apply for or consent to the appointment of a receiver, trustee, intervenorintervener, custodian custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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 reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (ge) an order, judgment judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of Maker the Company or appointing a receiver, trustee, intervenor intervener, or liquidator of Maker, the Company or of all or substantially all of its or their assets, and such order, judgment judgment, or decree shall continue unstayed and in effect for a period of sixty thirty (6030) days; or (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; (if) the dissolution or termination of Maker; (j) any final judgment(s) for the payment of money in excess liquidation 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 judgmentsCompany; or (kg) any default or event a Change of default shall occur under the Services Agreement or the Management Services AgreementControl. Upon the occurrence of any Event of Default hereunder or under the Security Agreementhereunder, then in any such event the holder Holder hereof may, at its option, (i) declare the entire unpaid principal balance of principal of and accrued interest upon this the Note and any other Obligation to be immediately due and payable without presentment or notice of any kind which Maker Company waives pursuant to Section SECTION 3 --------- herein,, and/or (ii) pursue and enforce any of Holder’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 SECTION 4 without any notice to Company or any other act by Hxxxxx, 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 Company.

Events of Default and Remedies. An The occurrence of any of the following shall be an "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuinghereunder: (a) Maker shall fail failure of any Borrower to pay make any payment when due any principal of, or interest upon, under this Note or under any other Obligation and such failure shall continue for ten (10) days following the date Payee notifies Maker note or obligation of such failureBorrower to Lender; (b) any representation or warranty made by Maker to Payee herein or in an Event of Default under the Security Agreement shall prove to be untrue Documents, or inaccurate in any material respect default under any of the following that does not have a defined set of "Events of Default" and shall continue to be untrue the lapse of any notice or inaccurate thirty (30) days after the date Payee notifies Maker of such eventcure period provided therein: any other agreement, document or instrument between Borrower and Lender; (c) default shall occur in the performance if any Borrower or endorsers or Guarantors of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker this Note shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3i) make a general an assignment for the benefit of creditors, (4ii) file have a petition initiating any proceeding under the Bankruptcy Code filed by or answer seeking reorganization against one or an arrangement with creditors or to take advantage more of any bankruptcy or insolvency lawsthem, or (5iii) 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 have a receiver, trustee, intervenor or liquidator custodian appointed for all or any material part of Makertheir respective assets, or (iv) seek to make an adjustment, settlement or extension of all their respective debts with his, her or substantially all its (as the case may be) creditors generally; (d) a default with respect to any other indebtedness of its any Borrower or their assetsany Guarantor for borrowed money; (e) a proceeding being filed by or commenced against any Borrower or any Guarantor of this Note for dissolution or liquidation, and such order, or any Borrower or any Guarantor of this Note voluntarily or involuntarily terminating or dissolving or being terminated or dissolved; (f) in the event a judgment or decree shall continue unstayed writ or order of attachment or garnishment is made and issued against any Borrower or any Borrower’s property; (g) in effect for a period the event that this Note or any guaranty executed by any Guarantor is secured, the failure of sixty (60) daysBorrower or any Guarantor to provide Lender with additional collateral if in the opinion of Lender at any time or times, the market value of any of the collateral securing this Note or any guaranty has depreciated; (h) Payee's liensthe revocation or attempted revocation, mortgages in whole or security interests in part, of any guaranty by any Guarantor or the death of any Borrower or any Guarantor (if an individual); (i) any representation or warranty made by any Borrower or Guarantor to Lender in any document, including but not limited to the Security Documents, or any other documents now or in the future securing the obligations of any Borrower or any Guarantor to Lender, is false or erroneous in any material respect; (j) the failure of any Borrower or any Guarantor to observe or perform any covenant or other agreement with Lender contained in any document executed in connection with the Loan(s), including but not limited to this Note or any of the Security Documents; (k) in the event Lender in good xxxxx xxxxx itself insecure with respect to payment of this Note, or in good faith believes the prospect of payment is impaired, or Lender determines in the exercise of its sole judgment that Xxxxxx’s perfection 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 judgmentsCollateral is impaired; or (kl) the failure of any default Borrower or event any Guarantor to observe or perform any covenant or other agreement with Lender contained in any document, including but not limited to the Security Documents or any documents now or in the future securing the obligations of default shall occur under any Borrower or any Guarantor to Lender. As used herein, the Services Agreement term "Guarantor" will mean any guarantor of the obligations of Borrower to Lender whether existing on the date of this Note or arising in the Management Services Agreementfuture, or any person who pledges particular Collateral for the security of this Note whether or not the debt itself is guaranteed, existing on the date of this Note or arising in the future. Upon the occurrence of any an Event of Default hereunder or under the Security Agreement, then in any such event the holder hereof may, at its option, Default: (i) declare the entire unpaid outstanding principal balance hereunder together with any additional amounts secured by the Security Documents, at the option of principal of the holder and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment demand or notice of any kind (which Maker waives pursuant are hereby expressly waived), may be accelerated and become immediately due and payable, (ii) this Note, together with all arrearages of interest will from the date of the occurrence of the Event of Default bear interest at the Default Rate, (iii) Borrower will pay to Section 3 --------- herein,Lender all reasonable attorneys’ fees, court costs and expenses incurred by Xxxxxx in connection with Xxxxxx's efforts to collect the indebtedness evidenced by the Note, and (iv) Lender may exercise from time to time any of the rights and remedies available to the holder under the Security Documents or under applicable law.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing: (a) Maker shall fail to pay when on or before the 10th day following the due date 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 failureNote; (b) any representation or warranty made by Maker to Payee herein or in the Security Agreement any of other documents executed herewith 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 such eventrespect; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date any other document executed or delivered to Payee notifies Maker of such defaultin connection herewith; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration either of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legalthem, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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; (ge) 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 Maker, or either of them, or appointing a receiver, trustee, intervenor or liquidator of Makerany such person, 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; or (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; (if) the dissolution or termination of Maker; (j) , or either of them. If Maker fails or refuses to pay any final judgment(s) for the payment of money in excess part of the sum principal 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 (k) any default or event of default shall occur under the Services Agreement interest upon this Note or the Management Services Agreement. Upon Obligation as the same become due, or upon the occurrence of any Event of Default hereunder of under any other agreement or under instrument securing or assuring the Security Agreementpayment of this Note or executed in connection herewith, then in any such event the holder hereof may, at its option, (i) declare declare, the entire unpaid balance of principal of and accrued interest upon under this Note and any other Obligation to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- 2 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.

Events of Default and Remedies. (a) An event of default ("Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing") will have occurred if: (a1) Maker shall fail Applicant fails to pay when due due, whether by demand, acceleration or otherwise, any principal ofindebtedness to Bank, or interest upon, this Note if there occurs any event which after notice or any other Obligation and lapse of time will permit such failure shall continue for ten (10) days following the date Payee notifies Maker of such failureacceleration; (b) any representation or warranty made by Maker to Payee herein or in the 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 such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated Applicant breaches or is in default under any agreement between Applicant and Bank; (3) Applicant or any guarantor or endorser of its obligations to Bank (an "Account Party") dies or is determined incompetent, is dissolved, suspends its present business, agrees to a bankrupt merger or other absorption or to transfer or otherwise dispose of substantially all of its assets or makes or sends notice of a bulk sale; becomes insolvent or file a voluntary petition for bankruptcy or admit in writing that it (however such insolvency is unable evidenced), generally fails to pay its debts as they become due, fails to pay, withhold, collect any tax as required by law, has served or filed against it or its assets any lien, judgment, order or award; (34) make a receiver or similar trustee is appointed for Applicant or its assets or any Account Party or general partner of either (with or without the agreement), or Applicant or its Account Party or general partner makes an assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or commences or has commenced against it a proceeding pursuant to take advantage any bankruptcy law; (5) any representation, warranty, statement or information made or furnished by Applicant to Bank proves to have been false or misleading in any material respect (including without limitation by omission of any contingent or unliquidated liability or claim against Applicant); (6) there occurs any change in the management or ownership of Applicant or any Account Party which is, in the opinion of the Bank, materially adverse to the Bank's interest and which remains uncorrected for thirty days after the Bank notifies Applicant of its opinion; (8) the Bank in good xxxxx xxxxx itself insecure with respect to reimbursement under this Agreement for any outstanding Credits whether or not Drafts thereunder have yet been presented. As obligations hereunder whether or not mature and whether direct or contingent shall become immediately due and payable (A) automatically if Applicant or any Account Party commences or has commenced against it any bankruptcy or insolvency laws, or proceeding and (5B) file an answer admitting at 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) PayeeBank'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 (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon option upon the occurrence of any other Event of Default hereunder or under the Security Agreement, then in Default. This paragraph shall not cause 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 indebtedness not to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,on demand.

Events of Default and Remedies. An (a) The happening of any of the following events and the continuance thereof unremedied for the grace period specified, if any, is referred to herein as an "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing": (ai) Maker shall fail to pay when due default in payment of any principal of, or interest upon, this Note or any other Obligation and such failure shall continue of BORROWER's Liabilities for ten (10) days following the date Payee notifies Maker of such failureafter payment is due; (bii) the making of any representation misrepresentation or the breach of any covenant, warranty made or other agreement by Maker to Payee herein BORROWER or any Guarantor that is contained in this Agreement or in any Instrument, Guaranty or other document delivered to NEW WORLD at any time; (iii) if the Security Agreement shall prove to be untrue insurance on any Motor Vehicle is cancelled or inaccurate in expires and is not reinstated or replaced before the effective date of cancellation or expiration; (iv) if BORROWER or any material respect Guarantor makes an assignment for the benefit of creditors, or a receiver or a similar officer is appointed for BORROWER or any Guarantor or for any property of the BORROWER or any Guarantor and shall continue to be untrue or inaccurate is not removed within thirty (30) days after the date Payee notifies Maker of such event; (c) default shall occur in the performance of or if a proceeding under any of the covenants bankruptcy, reorganization or agreements of Maker contained herein insolvency statute is commenced by or in the Security Agreement against BORROWER or any Guarantor and such default shall continue for is not discontinued within thirty (30) days following the date Payee notifies Maker of such defaultdays; (dv) default shall occur in if BORROWER or any Guarantor suspends, discontinues or changes the payment nature of any its business to a material indebtedness of Makerextent, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof dissolves, or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or disposes of all or a substantial part of its assets, assets or business; (2vi) be adjudicated a bankrupt if any judgment is entered against BORROWER or insolvent or file a voluntary petition for bankruptcy or admit in writing that it any Guarantor and is unable to pay its debts as they become due, not satisfied within thirty (330) 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 lawsdays, or (5) file an answer admitting the material allegations ofany levy, attachment or execution is made against any property of BORROWER or any Guarantor, or consent toif any proceeding supplementary to a judgment against BORROWER or any Guarantor is commenced; (vii) if BORROWER or any Guarantor fails to withhold, collect or default remit when asserted or due any tax applicable to the business or operations of the BORROWER or any Guarantor in answeringaccordance with Applicable Law including, a petition filed against it in without limitation, any bankruptcyincome tax, reorganization withholding tax, Sales Tax, use tax or insolvency proceeding, other tax assessment or take corporate action other sum due with respect to any Motor Vehicle or for the purpose of effecting any other Collateral held for any of the foregoingLiabilities; (gviii) an order, judgment if any Guarantor dissolves 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) daysdies; (hix) Payee's liensif any material change of ownership, mortgages control or security interests management of BORROWER or any Guarantor shall occur; (x) if (in the sole opinion of NEW WORLD) any material adverse change shall occur in the condition, financial or otherwise, of BORROWER or any Guarantor or if any of the collateral Collateral is (in the sole opinion of NEW WORLD) unsafe or at any risk; (xi) if a filing or issuance of a notice of lien or levy for this Note should become unenforceabletaxes occurs against the BORROWER or any Guarantor; (xii) if there is a sale of the securities, business or cease assets of the BORROWER or any Guarantor, without the prior written consent of NEW WORLD, such consent to be first priority liensgranted (if at all) in NEW WORLD's sole and absolute discretion, mortgages or security interestsexcept in the ordinary course of business; (ixiii) the dissolution suspension by any regulatory agency or termination government or any securities exchange of Maker; (j) any final judgment(s) for the payment of money in excess material activities of the sum of $100,000 in the aggregate shall be rendered against Maker and such judgment BORROWER 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 judgmentsGuarantor; or (kxiv) if any default or event of default the foregoing shall occur under as to, by, or against any maker, endorser, guarantor, surety, accommodation party or other Person liable upon or for any of the Services Agreement Instruments, Liabilities, Contracts or the Management Services Agreementother Collateral. Upon the occurrence of any If an Event of Default hereunder occurs as a result of the provisions in subsection (xiv) of this Section being applicable to an Obligor or a guarantor of an Obligor, such Event of Default shall be deemed a Trigger Event under the Security Agreementprovisions of Section 6, then and provided the BORROWER forthwith notifies NEW WORLD of such Trigger Event and immediately makes the payment in any the manner and as required under Section 6, such event the holder hereof mayTrigger Event shall not constitute an Event of Default, at its optionprovided further, (i) declare the entire unpaid balance that no other Event of principal of Default has occurred and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,is continuing.

Events of Default and Remedies. An "Event The Payee shall have the ------------------------------ right, without demand or notice, to accelerate this Note and to declare the entire unpaid balance hereof and the obligations evidenced hereby immediately due and payable and to seek and obtain payment of Default" shall ------------------------------------------ exist hereunder if this Note upon the occurrence of any one or more of the following events shall occur and be continuingof default: (a) the Maker shall fail fails to pay when due any installment of principal of, or interest upon, payable under this Note or any other Obligation and such failure shall continue for ten interest thereon within twenty (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 Security Agreement shall prove to be untrue or inaccurate in any material respect and shall continue to be untrue or inaccurate thirty (3020) days after the due date Payee notifies Maker therefor; provided that, without limiting the terms and conditions of such event; (c) default shall occur in the performance of any Section 11.07 of the covenants or agreements Stock Purchase Agreement, it shall not constitute an event of default hereunder if the Maker contained herein or exercises its rights of offset under Section 11.07 of the Stock Purchase Agreement, provided that the Maker also complies with all escrow requirements applicable to it set forth in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of MakerSection 11.07, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (eb) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable its inability to pay its debts generally as they become due, (3) make files a general case or petition in bankruptcy or a case or petition to take advantage of any bankruptcy, reorganization or insolvency act, makes an assignment for the benefit of creditors, (4) file or consents to the appointment of a petition receiver for itself 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 assetsproperty or, and such orderon a petition in bankruptcy filed against it, judgment is adjudicated a bankrupt, which judgment, order or decree shall continue unstayed not be appealed within the permitted time period from the date of entry thereof and in effect for a period of sixty (60) days; (h) subsequently vacated. Upon such declaration by the Payee's liens, mortgages or security interests in any of the collateral for obligations evidenced by 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 (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 be immediately due and payable without presentment or notice payable. If the indebtedness evidenced by this Note shall not be paid on the date when due (subject to the proviso set forth in clause (a) above), thereafter the unpaid principal balance of such indebtedness shall bear interest at the rate per annum set forth in Section 1.1 above plus 3% until the past due portion of the indebtedness (including all accrued and unpaid interest) is paid, but in no event shall such rate of interest exceed the highest rate permitted by applicable law. The parties hereto agree that the failure timely to make a payment hereunder would cause harm to the Payee, and it is impracticable and extremely difficult to fix the actual damages that would be sustained should the Maker fail timely to make a required payment hereunder. Accordingly, the Maker shall pay to the Payee an amount equal to 5% of any kind which delinquent payment due under this Note as a late payment fee and/or liquidated damages. The parties agree that the foregoing liquidated damages are reasonable considering all the facts and circumstances existing as of the date hereof and constitute the parties' good faith estimate of the actual damages reasonably expected to result from the failure to pay timely. In the event of any event of default hereunder, the Maker waives pursuant agrees to Section 3 --------- herein,pay to the Payee all expenses incurred by the Payee, including, without limitation, reasonable fees and disbursements of counsel, incurred by the Payee in the enforcement and collection of this Note.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuingoccur: (a) 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 failureNote; (b) any representation or warranty made by Maker to Payee herein or in the 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 such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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; (gc) 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 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; (id) the dissolution or termination liquidation of Maker; (je) Maker shall breach any covenant under this Note, (f) any final judgment(s) for the payment "Event of money in excess of the sum of $100,000 Default," as defined in the aggregate Security Agreement or the Mortgage, shall be rendered against Maker and such judgment occur, (g) any failure to pay, when due, any obligations, whether as to principal, interest or judgments otherwise, including non-payment following acceleration or maturity, shall not be satisfied or discharged at least ten (10) days prior occur with respect to the date on which Senior Financing Debt and continue past the expiration of any period of its assets could be lawfully sold to satisfy such judgments; or grace, if any, with respect thereto provided in the document governing the same, (kh) any default or event of default, other than a default or event of default occasioned by a failure to pay as described in the preceding clause (g), shall occur under with respect to Senior Financing Debt and, by reason thereof, the Services Agreement holder of the Senior Debt accelerates the maturity of all or any part of the Management Services AgreementSenior Financing Debt and declares the same to be due and payable prior to the stated maturity date thereof, (i) the payment of dividends by Maker on or with respect to its common stock in any fiscal year in excess of 50% of Maker's net income after taxes, (j) Maker shall make a loan to any party (other than advances to employees for reasonable travel expenses in the ordinary course of business), and/or (k) a Change of Control shall occur. Upon the occurrence of any Event of Default hereunder or under hereunder, the Security Agreement, then in any such event the holder hereof Noteholder may, at its option, at any time thereafter, (i) declare the entire unpaid principal balance of principal of and accrued interest upon this Note to be, and any other Obligation to be the same shall thereupon become, immediately due and payable without the presentment or notice of any kind kind, which Maker hereby waives pursuant to Section 3 --------- herein,4 hereof, and/or (ii) pursue and enforce any of Noteholder's rights and remedies available pursuant to any applicable law or agreement; provided, however, upon the occurrence of any Event of Default specified in clause (b), (c) or (d) of this Section 5,with respect to Maker, without any notice to Maker or any other act by Noteholder, the principal balance and interest accrued on this Note shall automatically and without necessity of any act by Noteholder become immediately due and payable without presentment, demand, protest or notice of protest, notice of acceleration, notice of intent to accelerate or other notice of any kind, all of which are hereby waived by Maker. Noteholder agrees to advise Maker promptly if Noteholder is aware of an Event of Default.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more EVENTS OF DEFAULT 6.1 Each of the following events shall occur and be continuingis an "EVENT OF DEFAULT": ---------------- (a) Maker shall fail Any Obligor fails to pay when due any principal of, of or interest upon, this on the Note or any other Obligation obligation under any Loan Document as and such failure shall continue for ten (10) days following the date Payee notifies Maker of such failurewhen due; or (b) Any Obligor or any Subsidiary of Borrower fails to pay at maturity, or within any applicable period of grace, any principal of or interest on any other borrowed money obligation or fails to observe or perform any term, covenant or agreement contained in any agreement or obligation by which it is bound; or (c) Any representation or warranty made by Maker to Payee herein in connection with any Loan Document was incorrect, false or in the Security Agreement shall prove to be untrue misleading when made; or inaccurate (d) Any Obligor violates any covenant contained in any material respect Loan Document; or (e) An event of default occurs under any other Loan Document; or (f) Final judgment for the payment of money is rendered against Obligor or any Subsidiary of Borrower and shall continue to be untrue remains undischarged for a period of 30 days during which execution is not effectively stayed; or inaccurate thirty (30g) days after the date Payee notifies Maker of such event; The sale, encumbrance or abandonment (cexcept as otherwise expressly permitted by this Agreement) default shall occur in the performance of any of the covenants Collateral or agreements the making of Maker contained herein any levy, seizure, garnishment, sequestration or in attachment thereof or thereon; or the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment loss, theft, substantial damage, or destruction of any material indebtedness portion of Maker, such Property; or (h) Any order is entered in any proceeding against Borrower or any Subsidiary of Borrower decreeing the dissolution, liquidation or split-up thereof, and such indebtedness order shall become due before its stated maturity by acceleration remain in effect for 30 days; or (i) Any Obligor or any subsidiary of Borrower makes a general assignment for the maturity thereof or otherwise benefit of creditors or shall become due by its terms and shall not be promptly paid petition or extended; (e) the Security Agreement shall cease apply to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply tribunal for or consent to the appointment of a receiver, trustee, intervenorcustodian, custodian receiver or liquidator of itself or of all or a any substantial part of its assetsbusiness, (2) estate or assets or shall commence any proceeding under any bankruptcy, insolvency, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or any such petition or application shall be adjudicated filed or any such proceeding shall be commenced against any Obligor or any subsidiary of Borrower and the Obligor or such subsidiary by any act or omission shall indicate approval thereof, consent thereto or acquiescence therein, or an order shall be entered appointing a bankrupt trustee, custodian, receiver or insolvent liquidator of all or file a voluntary any substantial part of the assets of any Obligor or any subsidiary of Borrower or granting relief to any Obligor or any subsidiary of Borrower or approving the petition in any such proceeding, and such order shall remain in effect for bankruptcy more than 30 days; or admit in writing that it is unable any Obligor or any subsidiary of Borrower shall fail generally to pay its debts as they become duedue or suffer any writ of attachment or execution or any similar process to be issued or levied against it or any substantial part of its property which is not released, stayed, bonded or vacated within 30 days after its issue or levy; or (3j) make Any Obligor or any Subsidiary of Borrower conceals or removes any part of its Property, with intent to hinder, delay or defraud any of its creditors, makes or permits a general assignment transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or makes any transfer of its Property to or for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditor at a time when other 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 similarly situated have 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 judgmentsbeen paid; or (k) any default A material adverse change occurs in the assets, liabilities, financial condition, business or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence affairs of any Event Obligor or any Subsidiary of Default hereunder Borrower; or under the Security Agreement, then in (l) Any individual Obligor dies or 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Obligor that is not an individual dissolves.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more (a) 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 occur and be continuingconstitute a “Default” hereunder: (ai) Maker shall fail Lessee fails to pay any Rent when due any principal of, or interest upon, under this Note or any other Obligation Lease and such failure shall continue continues for a period of ten (10) days following the date Payee notifies Maker of such failuredays; (bii) any representation or warranty made by Maker to Payee herein Lessee in the Lease or in the Security Agreement any other Lease Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respect as and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such eventwhen made; (ciii) default shall occur 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 performance case of any clause (B), such failure continues unremedied for a period of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty fifteen (3015) days following the date Payee notifies Maker of such defaultdays; (div) default Lessee shall occur in the payment of any material indebtedness of Makerhave consolidated with or merged with or into another entity, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof conveyed, sold or otherwise transferred all or substantially all of its assets or shall become due by have failed to maintain its terms and shall not be promptly paid or extendedcorporate existence; (ev) the Security Agreement shall cease to be Lessee (A) ceases doing business as a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created therebygoing concern; (fB) Maker shall (1) apply makes an assignment for the benefit of creditors or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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 reorganization, insolvency 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 similar proceeding initiated against it 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 others within sixty (60) daysdays of the date such proceedings were initiated; (hE) Payee's liensrequests or consents to the appointment of a trustee, mortgages custodian or security interests 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 collateral owners of the capital stock or other units of ownership on the date of this Lease entitled to vote for this Note should become unenforceable, the election of the board of directors of the Lessee or other similar governing body cease to be first priority liens, mortgages own or security interests; (i) do not have the dissolution or termination of Maker; (j) any final judgment(s) for the payment of money in excess of the sum of $100,000 unencumbered right to vote in the aggregate shall be rendered against Maker and such judgment or judgments shall not be satisfied or discharged at least ten fifty percent (1050%) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgments; capital stock or (k) any default or event other ownership interest of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Lessee.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if (a) If any one or more of the following events (each an “Event of Default”) shall occur and be continuingcontinuing beyond any applicable cure or notice period: (ai) Maker Company 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) within five days following the date Payee notifies Maker of such failurenotice or actual knowledge thereof; (bii) any representation or warranty made by Maker to Payee herein or Company in the Security Recapitalization Agreement shall prove to be untrue or inaccurate have been incorrect in any material respect and when made, (iii) Company shall continue to be untrue default in the due performance or inaccurate thirty (30) observance by it of any other term, covenant or agreement contained in this Note which default is not cured by Company within 30 days after the date Payee notifies Maker of such eventfollowing notice or actual knowledge thereof; (civ) default shall occur in the performance of (A) Company or any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker consolidated subsidiaries shall (1) apply for default in any payment of any Junior Indebtedness, other than Junior Indebtedness arising hereunder, or consent (2) default in the observance or performance of any agreement or condition relating to any Junior Indebtedness, other than Junior Indebtedness arising hereunder, 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 to permit the holder or holders of such Junior Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity, or (B) any Junior Indebtedness, other than Indebtedness arising hereunder, of Company shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided, however, that it shall not be an Event of Default under this clause (iii) unless the aggregate principal amount of all Junior Indebtedness as described in the preceding clauses (A) and (B) is at least equal to the then outstanding principal amount of this Note; (v) Company shall commence a voluntary case concerning itself under any bankruptcy law of the United States or any other jurisdiction, or an involuntary case is commenced against Company under any such laws, and the petition is not controverted within 10 days, or is not dismissed within 30 days, after commencement of the case, or Company suffers any appointment of a receiver, trustee, intervenor, any custodian or liquidator of itself the like for him or of all or a any substantial part of its assetshis property to continue undischarged or unstayed for a period of 30 days, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make Company makes 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, Company shall generally not pay its debts as they become due; or (5vi) 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 then outstanding principal amount of $100,000 in the aggregate shall be rendered this Note is entered against Maker and such judgment Company 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 consolidated subsidiaries and not paid, or enforcement of such judgmentsjudgment is not stayed within 30 days after such judgment is rendered; or (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any Event of Default hereunder or under the Security AgreementTHEN, then and in any such event the holder hereof event, Holder may, at its optionby notice to Company, (i) declare the entire outstanding principal balance and all accrued and unpaid balance of principal of and accrued interest upon under this Note and any other Obligation to be immediately due and payable in full, without presentment presentment, demand, protest, or further notice of any kind kind, all of which Maker waives pursuant to Section 3 --------- herein,are expressly waived by Company.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more (a) 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 occur and be continuingconstitute a “Default” hereunder: (ai) Maker shall Borrowers fail to pay any amount of principal and interest when due under any principal of, or interest upon, this Note or any other Obligation and such failure shall continue continues for a period of ten (10) days following the date Payee notifies Maker of such failuredays; (bii) any representation or warranty made by Maker to Payee herein any Borrower in this Agreement, any Note or in the Security Agreement any other Loan Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respect as and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such eventwhen made; (ciii) default shall occur Borrowers (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 Agreement, any Note or any other Loan Document and, in the performance case of any clause (B), such failure continues unremedied for a period of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty fifteen (3015) days following the date Payee notifies Maker of such defaultdays; (div) default any Borrower which is not an individual shall occur in the payment of any material indebtedness of Makerhave consolidated with or merged with or into another entity, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof conveyed, sold or otherwise transferred all or substantially all of its assets or shall become due by have failed to maintain its terms and shall not be promptly paid or extendedcorporate existence; (ev) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof Borrower that is an individual dies or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created therebybecomes permanently and totally disabled; (fvi) Maker shall any Borrower (1A) apply ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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 reorganization, insolvency 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 similar proceeding initiated against it 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 others within sixty (60) daysdays of the date such proceedings were initiated; (hE) Payee's liensrequests or consents to the appointment of a trustee, mortgages custodian or security interests 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 any Borrower and Lender or any affiliate of Lender; (viii) nonpayment by any Borrower of any Rate Management Obligation when due or the breach by any Borrower of any term, provision, or condition contained in any of the collateral for this Note should become unenforceable, or cease to be first priority liens, mortgages or security interestsRate Management Agreement; (iix) the dissolution a default shall have occurred and be continuing under any contract, agreement or termination of Maker; (j) document between 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 Borrower 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 other creditors, (x) if Borrowers’ 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 Borrowers’ existing or prospective financial condition, management or results of operations since the date hereof which may affect the ability of Borrowers to satisfy such judgmentsperform their obligations under the Loan Documents has occurred; or (kxii) any default both the President and the CEO of Borrower depart the company, and/or one single person or event entity comes to own 50.1% or more of default shall occur under the Services Agreement capital stock or the Management Services Agreement. Upon the occurrence other ownership interest of any 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Borrower.

Events of Default and Remedies. An "The Class A Indenture will define an Event of Default" shall ------------------------------------------ exist hereunder if Default to have occurred whenever, among other things, Jamboree LLC fails to make any one payment in respect of principal of or more of premium on the following events shall occur Class A Notes when the same becomes due and be continuing: (a) Maker shall fail to pay when due any principal of, or interest upon, this Note or any other Obligation payable 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 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 such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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 continues for a period of sixty (60) days5 Business Days after the due date of such payment, or fail to make any payment when due of interest on the Class A Notes and such failure continues for a period of 10 days after the due date of such payment; (h) Payee's liensor certain statements made in this Disclosure Statement or the Collateral Documents prove to contain any untrue statement of a material fact or omit to state a material fact; or Jamboree LLC fails to perform or observe certain terms, mortgages covenants or security interests agreements contained in the Class A Indenture, the Plan or the Collateral Documents, subject, in certain instances to a 30 day cure period; or Jamboree LLC fails, after any applicable grace period, to pay any principal of or premium, if any, or interest on the Class B Senior Subordinated Secured Notes or any of its other Indebtedness, in an amount exceeding $200,000 (excluding the collateral for this Note should become unenforceableClass A Notes), when the same becomes due and payable; or any other event occurs or condition exists under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate the maturity of such Indebtedness; or any such Indebtedness is declared to be due and payable, or cease required to be first priority liensprepaid (other than by a regularly scheduled required prepayment), mortgages prior to the stated maturity thereof; or security interestscertain events of bankruptcy, insolvency or reorganization occur with respect to Jamboree LLC; (i) the dissolution or termination of Maker; (j) any final judgment(s) judgment or order for the payment of money in excess of the sum of $100,000 in the aggregate shall be amount is rendered against Maker Jamboree LLC and either enforcement proceedings have been commenced by any creditor upon such judgment or judgments order or 30 consecutive days shall not have passed without a stay of such judgment or order; or the Class A Indenture or the Collateral Documents, for any reason, cease to create a valid first priority lien (except for liens expressly permitted to be satisfied senior to the New Deed of Trust in the Class A Indenture and the Collateral Documents) on collateral with respect to the Class A Notes having a value in excess of $100,000; or discharged at least ten (10) days Jamboree LLC fails to pay any Imposition prior to the date on which any delinquency or, if Jamboree LLC is prohibited by law from paying such Imposition, Jamboree LLC fails to pay such Imposition within 180 days of its assets could be lawfully sold to satisfy Jamboree LLC's receipt of notice of such judgmentsprohibition; or (k) any default or event of default Jamboree LLC shall occur fail to perform its obligations under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Plan.

Events of Default and Remedies. An "The occurrence of any of the following shall be an “Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing” hereunder: (a) Maker shall fail failure of Borrower to pay make any payment when due any principal of, or interest upon, under this Note or under any other Obligation and such failure shall continue for ten note or obligation of Borrower to Lender within two (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 Security Agreement shall prove to be untrue or inaccurate in any material respect and shall continue to be untrue or inaccurate thirty (302) days after the date Payee notifies Maker such payment is due; (b) an Event of such eventDefault under the Security Documents, or any default under any of the following that does not have a defined set of “Events of Default” and the lapse of any notice or cure period provided therein: any other agreement, document or instrument between Borrower and Lender; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, if Borrower or any such indebtedness shall become due before its stated maturity by acceleration endorsers or Guarantors of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker this Note shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3i) make a general an assignment for the benefit of creditors, (4ii) file have a petition initiating any proceeding under the Bankruptcy Code filed by or answer seeking reorganization against one or an arrangement with creditors or to take advantage more of any bankruptcy or insolvency laws, or them (5) file an answer admitting and in the material allegations of, or consent to, or default in answering, case of a petition filed against it in Borrower or any bankruptcyGuarantor, reorganization the same is not discharged or insolvency proceedingstayed within thirty (30) days), or take corporate action for the purpose of effecting any of the foregoing; (giii) 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 have a receiver, trustee, intervenor or liquidator custodian appointed for all or any material part of Makertheir respective assets, or (iv) seek to make an adjustment, settlement or extension of all their respective debts with his, her or substantially all its (as the case may be) creditors generally; (d) a default with respect to any other indebtedness of its Borrower or their assetsany Guarantor for borrowed money; (e) a proceeding being filed by or commenced against Borrower or any Guarantor of this Note for dissolution or liquidation (and in the case of a proceeding commenced against Borrower or any Guarantor, and such orderthe same is not discharged or stayed within thirty (30) days), or Borrower or any Guarantor of this Note voluntarily or involuntarily terminating or dissolving or being terminated or dissolved; (f) in the event a judgment or decree shall continue unstayed writ or order of attachment or garnishment is made and issued against Borrower or Borrower’s property; (g) the failure of Borrower or any Guarantor to provide Lender with additional collateral if in effect for a period the opinion of sixty (60) daysLender at any time or times, the market value of any of the collateral securing this Note or any guaranty has depreciated; (h) Payee's liensthe revocation or attempted revocation, mortgages in whole or security interests in part, of any guaranty by any Guarantor or the death of Borrower or any Guarantor (if an individual); (i) any representation or warranty made by Borrower or Guarantor to Lender in any document, including but not limited to the Security Documents, or any other documents now or in the future securing the obligations of Borrower or any Guarantor to Lender, is false or erroneous in any material respect; (j) the failure of Borrower or any Guarantor to observe or perform any covenant or other agreement with Lender contained in any document executed in connection with the loan evidenced hereby, including but not limited to this Note or any of the Security Documents; (k) in the event Lender in good xxxxx xxxxx itself insecure with respect to payment of this Note, or in good faith believes the prospect of payment is impaired, or Lender determines in the exercise of its sole judgment that Lender’s perfection 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 judgmentsCollateral is impaired; or (kl) the failure of Borrower or any default Guarantor to observe or event perform any covenant or other agreement with Lender contained in any document, including but not limited to the Security Documents or any documents now or in the future securing the obligations of default shall occur under Borrower or any Guarantor to Lender. As used herein, the Services Agreement term “Guarantor” will mean any guarantor of the obligations of Borrower to Lender whether existing on the date of this Note or arising in the Management Services Agreementfuture, or any person who pledges particular Collateral for the security of this Note whether or not the debt itself is guaranteed, existing on the date of this Note or arising in the future. Upon the occurrence of any an Event of Default hereunder or under the Security Agreement, then in any such event the holder hereof may, at its option, Default: (i) declare the entire unpaid outstanding principal balance hereunder together with any additional amounts secured by the Security Documents, at the option of principal of the holder and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment demand or notice of any kind (which Maker waives pursuant are hereby expressly waived), may be accelerated and become immediately due and payable, (ii) this Note, together with all arrearages of interest will from the date of the occurrence of the Event of Default bear interest at the Default Rate, (iii) Borrower will pay to Section 3 --------- herein,Lender all reasonable attorneys’ fees, court costs and expenses incurred by Xxxxxx in connection with Xxxxxx’s efforts to collect the indebtedness evidenced by the Note, and (iv) Lender may exercise from time to time any of the rights and remedies available to the holder under the Security Documents or under applicable law.

Events of Default and Remedies. An "Without notice or demand (which are hereby waived), the entire unpaid principal balance of, and all accrued but unpaid interest on, this Note shall immediately become due and payable at the option of the holder hereof upon the occurrence of any Event of Default" shall ------------------------------------------ exist hereunder if . The occurrence of any one or more of the following events shall occur and be continuing: constitute an Event of Default hereunder (each an "Event of Default"): (a) a failure by Maker to make any payment of principal or interest on this Note or any other payment required of Maker by the Loan Documents when due and such failure continues for a period of five (5) days after Payee has provided notice to Maker via facsimile; (b) Maker shall fail to pay when due observe or perform any principal ofobligation, requirement, covenant or interest upon, this Note restriction to be observed or performed by it under the Security Agreement or any other Obligation Loan Document (other than a payment described in subparagraph (a) above) and such failure shall continue continues for ten a period of five (105) days following the date after Payee notifies has provided notice to Maker via facsimile, or a default or event of such failuredefault occurs under any other Loan Document which is not cured within any applicable grace period provided therein; (bc) any representation or warranty made by Maker to Payee herein in any of the Loan Documents or in any financial statement, representation, warranty or certificate made or furnished to Payee in connection with the Security Agreement or any of the other Loan Documents, or the Purchase Agreement, or as an inducement for Payee to enter into the Security Agreement, the other Loan Documents or the Purchase Agreement, shall prove to be untrue false, misleading, incorrect or inaccurate incomplete in any material respect and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such defaultrespect; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenorconservator, custodian or liquidator of itself Maker, any guarantor of any of the Obligations (a "Guarantor"), the Collateral or any part thereof, or any other property of Maker or of all any Guarantor which is not dismissed within thirty (30) days after its filing; (e) a filing by Maker or a substantial part any Guarantor of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition seeking an entry of an order for bankruptcy relief as a debtor in a proceeding under the United States Bankruptcy Code or admit seeking reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, liquidation, conservatorship, receivership, moratorium, rearrangement, reorganization or other similar law for the relief of debtors, or an answer by Maker or any Guarantor admitting the material allegations of a petition filed against Maker or a Guarantor, as the case may be, in any bankruptcy, reorganization, insolvency, conservatorship, or similar proceeding, or an admission by Maker or any Guarantor in writing that it is unable of an inability to generally pay its its, his or their debts as they become due, ; (3f) make the making by Maker or any Guarantor of 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) failure of Maker to generally pay its debts as they mature or failure of any Guarantor to generally pay its debts when they mature; (h) the filing of a petition or entry of an order, judgment order for relief by or decree shall be entered against Maker or any Guarantor as debtor in a proceeding under the United States Bankruptcy Code by any court of competent jurisdiction jurisdiction, or other competent authority approving a petition seeking reorganization of Maker or any Guarantor or an arrangement of their debts, or appointing a receiver, trustee, intervenor conservator, or liquidator of MakerMaker or any Guarantor, the Collateral or any party thereof, or any other property of all Maker 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 any Guarantor not dismissed within thirty (6030) 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 interestsdays after filing; (i) the dissolution occurrence of a default by Maker or termination any Guarantor, or an event or condition which, with the giving of Makernotice or passage of time, or both, would constitute a default by Maker or any Guarantor under any agreement between Maker or any Guarantor and Payee; (j) the liquidation, termination, or dissolution of Maker or any final judgment(sGuarantor; (k) for the payment of money in excess of the sum of $100,000 in the aggregate shall be rendered against if Maker and such judgment or judgments shall not be satisfied or discharged at least ten (10) days prior to the date on which any Guarantor repudiates any of its assets could be lawfully sold to satisfy such judgments; or (k) any default or event of default shall occur obligations under the Services Note or contests the validity of the security interest granted in the Security Agreement or the Management Services Agreement. Upon enforceability of the occurrence of any Event of Default hereunder or under rights and remedies provided in the Security Agreement; (l) Maker or any Guarantor shall have concealed, then in any such event the holder hereof mayremoved, at its option, (i) declare the entire unpaid balance of principal of and accrued interest upon this Note and any other Obligation or permitted to be immediately due and payable without presentment concealed or notice removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or made or suffered a transfer of any kind of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law, or shall have made any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint; (m) Maker waives pursuant or any Guarantor shall be in default of an obligation to Section 3 --------- herein,pay any indebtedness greater than Fifty Thousand

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more (a) 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 occur and be continuingconstitute a “Default” hereunder: (ai) Maker shall fail Borrower fails to pay any amount of principal and interest when due under any principal of, or interest upon, this Note or any other Obligation and such failure shall continue continues for a period of ten (10) days following the date Payee notifies Maker of such failuredays; (bii) any representation or warranty made by Maker to Payee herein Borrower in this Agreement, any Note or in the Security Agreement any other Loan Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respect as and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such eventwhen made; (ciii) default shall occur 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 performance case of any clause (B), such failure continues unremedied for a period of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty fifteen (3015) days following the date Payee notifies Maker of such defaultdays; (div) default Borrower which is not an individual shall occur in the payment of any material indebtedness of Makerhave consolidated with or merged with or into another entity, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof conveyed, sold or otherwise transferred all or substantially all of its assets or shall become due by have failed to maintain its terms and shall not be promptly paid or extendedcorporate existence; (ev) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof Borrower that is an individual dies or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created therebybecomes permanently and totally disabled; (fvi) Maker shall Borrower (1A) apply ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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 reorganization, insolvency 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 similar proceeding initiated against it 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 others within sixty (60) daysdays of the date such proceedings were initiated; (hE) Payee's liensrequests or consents to the appointment of a trustee, mortgages custodian or security interests 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 collateral capital stock or other units of ownership on the date of this Agreement entitled to vote for this Note should become unenforceable, the election of the board of directors of Borrower or other similar governing body cease to be first priority liens, mortgages own or security interests; (i) do not have the dissolution or termination of Maker; (j) any final judgment(s) for the payment of money in excess of the sum of $100,000 unencumbered right to vote in the aggregate shall be rendered against Maker and such judgment or judgments shall not be satisfied or discharged at least ten ninety percent (1090%) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgments; capital stock or (k) any default or event other ownership interest of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Borrower.

Events of Default and Remedies. An EVENTS OF DEFAULT 6.1 Each of the following is an "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing": (a) Maker shall fail Any Obligor fails to pay when due any principal of, of or interest upon, this on any Note or any other Obligation obligation under any Loan Document as and such failure shall continue for ten (10) days following the date Payee notifies Maker of such failurewhen due; or (b) Any Obligor or any Subsidiary of any Borrower fails to pay at maturity, or within any applicable period of grace, any principal of or interest on any other borrowed money obligation or fails to observe or perform any term, covenant or agreement contained in any agreement or obligation by which it is bound; or (c) Any representation or warranty made by Maker to Payee herein in connection with any Loan Document was incorrect, false or in the Security Agreement shall prove to be untrue misleading when made; or inaccurate (d) Any Obligor violates any covenant contained in any material respect Loan Document; or (e) An event of default occurs under any other Loan Document; or (f) Final judgment for the payment of money is rendered against Obligor or any Subsidiary of any Borrower and shall continue to be untrue remains undischarged for a period of 30 days during which execution is not effectively stayed; or inaccurate thirty (30g) days after the date Payee notifies Maker of such event; The sale, encumbrance or abandonment (cexcept as otherwise expressly permitted by this Agreement) default shall occur in the performance of any of the covenants Collateral or agreements the making of Maker contained herein any levy, seizure, garnishment, sequestration or in attachment thereof or thereon; or the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment loss, theft, substantial damage, or destruction of any material indebtedness portion of Maker, such Property; or (h) Any order is entered in any proceeding against any Borrower or any Subsidiary of any Borrower decreeing the dissolution, liquidation or split-up thereof, and such indebtedness order shall become due before its stated maturity by acceleration remain in effect for 30 days; or (i) Any Obligor or any subsidiary of any Borrower makes a general assignment for the maturity thereof or otherwise benefit of creditors or shall become due by its terms and shall not be promptly paid petition or extended; (e) the Security Agreement shall cease apply to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply tribunal for or consent to the appointment of a receiver, trustee, intervenorcustodian, custodian receiver or liquidator of itself or of all or a any substantial part of its assetsbusiness, (2) estate or assets or shall commence any proceeding under any bankruptcy, insolvency, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or any such petition or application shall be adjudicated filed or any such proceeding shall be commenced against any Obligor or any subsidiary of any Borrower and the Obligor or such subsidiary by any act or omission shall indicate approval thereof, consent thereto or acquiescence therein, or an order shall be entered appointing a bankrupt trustee, custodian, receiver or insolvent liquidator of all or file a voluntary any substantial part of the assets of any Obligor or any subsidiary of any Borrower or granting relief to any Obligor or any subsidiary of any Borrower or approving the petition in any such proceeding, and such order shall remain in effect for bankruptcy more than 30 days; or admit in writing that it is unable any Obligor or any subsidiary of any Borrower shall fail generally to pay its debts as they become duedue or suffer any writ of attachment or execution or any similar process to be issued or levied against it or any substantial part of its property which is not released, stayed, bonded or vacated within 30 days after its issue or levy; or (3j) make Any Obligor or any Subsidiary of any Borrower conceals or removes any part of its Property, with intent to hinder, delay or defraud any of its creditors, makes or permits a general assignment transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or makes any transfer of its Property to or for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditor at a time when other 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 similarly situated have 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 judgmentsbeen paid; or (k) any default A material adverse change occurs in the assets, liabilities, financial condition, business or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence affairs of any Event Obligor or any Subsidiary of Default hereunder Borrower; or under (l) Any change occurs in the Security Agreement, then in ownership of Borrower; or (m) Any individual Obligor dies or 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Obligor that is not an individual dissolves.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more (a) 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 occur and be continuingconstitute a “Default” hereunder: (ai) Maker shall fail Lessee fails to pay any Rent when due any principal of, or interest upon, under this Note or any other Obligation Lease and such failure shall continue continues for a period of ten (10) days following the date Payee notifies Maker of such failuredays; (bii) any representation or warranty made by Maker to Payee herein Lessee in the Lease or in the Security Agreement any other Lease Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respect as and shall continue when made; (iii) Lessee fails (A) to be untrue obtain and maintain the insurance coverage required herein; or inaccurate thirty (30B) 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 after the date Payee notifies Maker of unless Lessor waives such eventfailure in Lesor’s sole discretion; (civ) default Lessee or any Guarantor shall occur in the performance have consolidated with, merged with or into, or conveyed, sold or otherwise transferred all or substantially all of any of the covenants its assets or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such defaulthave failed to maintain its corporate existence; (dv) default shall occur in the payment of any material indebtedness of Maker, Lessee or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extendedGuarantor (A) ceases doing business as a going concern; (eB) makes an assignment for the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof benefit of creditors or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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 reorganization, insolvency 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 similar proceeding initiated against it 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 others within sixty (60) daysdays of the date such proceedings were initiated; (hE) Payee's liensrequests or consents to the appointment of a trustee, mortgages custodian or security interests 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 any the required condition at the expiration of the collateral for this Note should become unenforceable, or cease to be first priority liens, mortgages or security interestsTerm; (ivii) the dissolution a default shall have occurred and be continuing under any contract, agreement 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 document between Lessee 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 other creditors, (viii) a default shall have occurred and be lawfully sold continuing under any contract, agreement or document between Lessee or any Guarantor 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 the Guaranty executed by such Guarantor) shall occur; (x) a material adverse change in Lessee’s existing or prospective financial condition or results of operations since the date hereof which may affect the ability of Lessee to satisfy such judgmentsperform its obligations under the Lease Documents shall occur and be continuing; or (kxi) the individuals who as of the date of this Agreement are members of the Board of Directors of the Lessee (the “Incumbent Board”) cease for any default reason to constitute at least a majority of the Board of Directors; provided, however, that if the election, or event of default shall occur under nomination for election by the Services Agreement or the Management Services Agreement. Upon the occurrence Lessee’s shareholders, of any Event new director was approved by a vote of Default hereunder or under at least a majority of the Security Incumbent Board, such new director shall, for purposes of this Agreement, then in any such event be considered as a member of 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Incumbent Board.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any (a) Any one or more of the following events which shall occur have occurred and be continuing: continuing shall constitute an event of default (a) Maker "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 pay when due perform or observe any principal of, or interest upon, affirmative covenant contained in this Note or any other Obligation and such failure Default, if capable of being remedied, shall continue for not have been remedied ten (10) days following after written notice thereof shall have been given by the date Payee notifies Maker 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 such failure; (b) it or its debts under any representation law relating to bankruptcy, insolvency or warranty made by Maker to Payee herein reorganization or in relief of debtors, or seeking the 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 such event; (c) default shall occur in the performance entry of any of the covenants order for relief or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself other similar official for such the Company or of all any subsidiary or a for any substantial part of its assetsproperty, 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; (2B) shall be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they such debts become due, or shall admit in writing its inability to apply its debts generally; (3C) 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 (5D) file an answer admitting the material allegations of, shall take any action to authorize 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 effect any of the foregoingactions set forth above in this subsection 3 (iv); or (gv) an order, judgment or decree Any proceeding shall be entered by any court instituted against the Company seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of competent jurisdiction debtors, or other competent authority approving a petition seeking reorganization the entry of Maker an order for relief or appointing the appointment of a receiver, trustee, intervenor custodian or liquidator of Maker, other similar official for the Company or of all or substantially all for any substantial part of its or their assetsproperty, and either such order, judgment proceeding shall not have been dismissed or decree shall continue unstayed and in effect not have been stayed for a period of sixty (60) days; (h) Payee's liens, mortgages days or security interests in any of the collateral actions sought in such proceeding (including, without limitation, the entry of any order for this Note should become unenforceablerelief against it or the appointment of a receiver, trustee, custodian or cease to be first priority liens, mortgages other similar official for it or security interestsfor any substantial part of its property) shall occur; or (i) the dissolution vi). One or termination of Maker; (j) any more final judgment(s) judgments or orders for the payment of money in excess of the sum of $100,000 in the aggregate shall be rendered against Maker the Company, and either (A) enforcement proceedings shall have been commenced by any creditor upon any such judgment or judgments order, or (B) there shall be any period of thirty (30) days during which enforcement of any such judgment or order shall not be satisfied discharged, stayed or discharged at least ten fully satisfied. (10) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgments; or (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreementb). Upon the occurrence of any If an Event of Default hereunder or under the Security Agreementdescribed above has occurred, then in any such event the holder hereof Holder may, at its optionwithout further notice to the Company, (i) declare the entire principal amount of this Note at the time outstanding, together with accrued unpaid balance of 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 of, and accrued interest upon this on, the Note and any other Obligation to be immediately becomes due and payable without presentment by declaration or notice 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 kind which Maker waives pursuant such action or proceeding to Section 3 --------- herein,judgment or final decree against Company or other obligor upon this Note, wherever situated, the monies adjudicated or decreed to be payable. 5.

Events of Default and Remedies. An The occurrence of any of the following shall be an "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuinghereunder: (a) Maker shall fail failure of Borrower to pay make any payment when due any principal of, or interest upon, under this Note or under any other Obligation and such failure shall continue for ten (10) days following the date Payee notifies Maker note or obligation of such failureBorrower to Lender; (b) any representation or warranty made by Maker to Payee herein or in an Event of Default under the Security Agreement shall prove to be untrue Documents, or inaccurate in any material respect default under any of the following that does not have a defined set of "Events of Default" and shall continue to be untrue the lapse of any notice or inaccurate thirty (30) days after the date Payee notifies Maker of such eventcure period provided therein: any other agreement, document or instrument between Borrower and Lender; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker if Borrower shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3i) make a general an assignment for the benefit of creditors, (4ii) file have a petition initiating any proceeding under the Bankruptcy Code filed by or answer seeking reorganization against one or an arrangement with creditors or to take advantage more of any bankruptcy or insolvency lawsthem, or (5iii) 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 have a receiver, trustee, intervenor or liquidator custodian appointed for all or any material part of MakerBorrower’s assets, or (iv) seek to make an adjustment, settlement or extension of all their respective debts with his, her or substantially all of its (as the case may be) creditors generally; (d) a proceeding being filed by or their assetscommenced against Borrower for dissolution or liquidation, and such order, or Borrower voluntarily or involuntarily terminating or dissolving or being terminated or dissolved; (e) in the event a judgment or decree shall continue unstayed writ or order of attachment or garnishment is made and issued against Borrower or Borrower’s property; (f) any representation or warranty made by Borrower to Lender in effect for a period any document, including but not limited to the Security Documents, or any other documents now or in the future securing the obligations of sixty Borrower to Lender, is false or erroneous in any material respect; (60g) daysthe failure of Borrower to observe or perform any covenant or other agreement with Lender contained in any document executed in connection with this Note or any of the Security Documents; (h) Payee's liensin the event Lender in good xxxxx xxxxx itself insecure with respect to payment of this Note, mortgages or security interests in good faith believes the prospect of payment is impaired, or Lender determines in the exercise of its sole judgment that Lender’s perfection in any of the collateral for this Note should become unenforceable, Collateral is impaired; or cease to be first priority liens, mortgages or security interests; (i) the dissolution failure of any Borrower to observe or termination of Maker; (j) perform any final judgment(s) for covenant or other agreement with Lender contained in any document, including but not limited to the payment of money in excess of the sum of $100,000 Security Documents or any documents now or 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 future securing the obligations of Borrower to the date on which any of its assets could be lawfully sold to satisfy such judgments; or (k) any default or event of default shall occur under the Services Agreement or the Management Services AgreementLender. Upon the occurrence of any an Event of Default hereunder or under the Security Agreement, then in any such event the holder hereof may, at its option, Default: (i) declare the entire unpaid outstanding principal balance hereunder together with any additional amounts secured by the Security Documents, at the option of principal of the holder and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment demand or notice of any kind (which Maker waives pursuant are hereby expressly waived), may be accelerated and become immediately due and payable, (ii) this Note, together with all arrearages of interest will from the date of the occurrence of the Event of Default bear interest at the Default Rate, (iii) Borrower will pay to Section 3 --------- herein,Lender all reasonable attorneys’ fees, court costs and expenses incurred by Lender in connection with Lender's efforts to collect the indebtedness evidenced by the Note, and (iv) the liability of Borrower hereunder shall be limited to and satisfied exclusively from the Collateral, and Lender’s sole remedy in the event of a default under this Note is to foreclose its lien and security interest against the Collateral, it being understood that this is a non-recourse Note.

Events of Default and Remedies. An The occurrence of any of the following shall be an "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuinghereunder: (a) Maker shall fail failure of Dealer to pay make any payment when due any principal of, or interest upon, under this Note or any other Obligation and such failure shall continue for ten (10) days following the date Payee notifies Maker of such failureAgreement; (b) any representation or warranty made by Maker to Payee herein or in an Event of Default under the Security Agreement shall prove to be untrue Documents, or inaccurate in any material respect default under any of the following that does not have a defined set of "Events of Default" and shall continue to be untrue the lapse of any notice or inaccurate thirty (30) days after the date Payee notifies Maker of such eventcure period provided therein: any other agreement, document or instrument between Dealer and KASP; (c) default shall occur in the performance if any Dealer or endorsers or Guarantors of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security this Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3i) make a general an assignment for the benefit of creditors, (4ii) file have a petition initiating any proceeding under the Bankruptcy Code filed by or answer seeking reorganization against one or an arrangement with creditors or to take advantage more of any bankruptcy or insolvency lawsthem, or (5iii) 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 have a receiver, trustee, intervenor or liquidator custodian appointed for all or any material part of Makertheir respective assets, or (iv) seek to make an adjustment, settlement or extension of all their respective debts with his, her or substantially all its (as the case may be) creditors generally; (d) a default with respect to any other indebtedness of its any Dealer or their assetsany Guarantor for borrowed money; (e) a proceeding being filed by or commenced against any Dealer or any Guarantor of this Agreement for dissolution or liquidation, and such order, or any Dealer or any Guarantor of this Agreement voluntarily or involuntarily terminating or dissolving or being terminated or dissolved; (f) in the event a judgment or decree shall continue unstayed writ or order of attachment or garnishment is made and issued against any Dealer or any Dealer’s property; (g) in effect for a period the event that this Agreement or any guaranty executed by any Guarantor is secured, the failure of sixty (60) daysDealer or any Guarantor to provide KASP with additional collateral if in the opinion of KASP at any time or times, the market value of any of the collateral securing this Agreement or any guaranty has depreciated; (h) Payee's liensthe revocation or attempted revocation, mortgages in whole or security interests in part, of any guaranty by any Guarantor or the death of any Dealer or any Guarantor (if an individual); (i) any representation or warranty made by any Dealer or Guarantor to KASP in any document, including but not limited to the Security Documents, or any other documents now or in the future securing the obligations of any Dealer or any Guarantor to KASP, is false or erroneous in any material respect; (j) the failure of any Dealer or any Guarantor to observe or perform any covenant or other agreement with KASP contained in any document executed in connection with the Loan(s), including but not limited to this Agreement or any of the Security Documents; (k) in the event KASP in good xxxxx xxxxx itself insecure with respect to payment of this Agreement, or in good faith believes the prospect of payment is impaired, or KASP determines in the exercise of its sole judgment that KASP’s perfection 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 judgmentsCollateral is impaired; or (kl) the failure of any default Dealer or event any Guarantor to observe or perform any covenant or other agreement with KASP contained in any document, including but not limited to the Security Documents or any documents now or in the future securing the obligations of default shall occur under any Dealer or any Guarantor to KASP. As used herein, the Services term “Guarantor” will mean any guarantor of the obligations of Dealer to KASP whether existing on the date of this Agreement or arising in the Management Services Agreementfuture, or any person who pledges particular Collateral for the security of this Agreement whether or not the debt itself is guaranteed, existing on the date of this Agreement or arising in the future. Upon the occurrence of any an Event of Default hereunder or under the Security Agreement, then in any such event the holder hereof may, at its option, Default: (i) declare the entire unpaid outstanding principal balance hereunder together with any additional amounts secured by the Security Documents, at the option of principal of the holder and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment demand or notice of any kind (which Maker waives pursuant are hereby expressly waived), may be accelerated and become immediately due and payable; (ii) this Agreement, together with all arrearages of fees, court costs, expenses and reasonable attorney’s fees incurred by the holder in connection with the holders’ efforts to Section 3 --------- herein,collect the indebtedness evidenced hereby, and (iv) the holder may exercise from time to time any of the rights and remedies available to the holder under the Loan Documents or under applicable law.

Events of Default and Remedies. An (6.1) It shall be an "Event of Default" shall ------------------------------------------ exist hereunder under this Leasehold Mortgage if any one or more of the following events shall occur and be continuing: (a) Maker The Borrower shall fail to pay when due any principal of, or interest upon, this due under either Note when and as the same becomes due (whether at the stated maturity or at a date fixed for any other Obligation and such failure shall continue for ten (10) days following the date Payee notifies Maker of such failureinstallment payment or otherwise); or (b) The Borrower shall fail to comply with or perform any representation of the terms, conditions or warranty made by Maker to Payee herein covenants of either Note, the Loan and Security Agreement, this Leasehold Mortgage, or any Loan Document described in the Security Agreement shall prove to be untrue Note; or inaccurate in any material respect and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such event; (c) default shall occur in the performance of The Borrower or any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default its principals shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general an assignment for the benefit of creditors, (4) or shall admit in writing its inability to pay debts as they become due, or shall file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency lawsin bankruptcy, or (5) shall be adjudicated a bankrupt or insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or not contesting the material allegations of, or consent to, or default in answering, of a petition filed against it in any bankruptcy, reorganization or insolvency proceedingsuch proceedings, or take corporate action for shall seek or consent to or acquiesce in the purpose appointment of effecting any trustee, receiver or liquidator of the foregoingBorrower or any Guarantor or any material part of its properties, or shall not within 90 days after the appointment without the consent or acquiescence of the Borrower or any Guarantor or a trustee, receiver or liquidator of the Borrower or any material part of its properties have such appointment vacated (or such events or filings occur with respect to any Guarantor); or (d) Borrower shall suffer, consent or permit any conveyance, sale, assignment, transfer, lien, pledge, mortgage or other encumbrance or alienation of the Premises or any part thereof without the prior written consent of the Lender; or (e) There shall be a default in the performance of any terms, conditions or covenants of any other instrument securing or executed in connection with the Note; or (f) Borrower or any Guarantor shall be dissolved, wound up or fail to maintain its legal existence (or, if any Guarantor be an individual, shall die or be adjudged incompetent); or (g) an order, judgment All or decree a substantial part of the Premises shall be entered by any court of competent jurisdiction damaged or other competent authority approving a petition seeking reorganization of Maker destroyed or appointing a receiver, trustee, intervenor be taken under or liquidator of Maker, pursuant to an action in eminent domain; 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 Borrower shall abandon the Premises; 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) There shall be an “Event of Default” under the dissolution Loan and Security Agreement, or termination Borrower shall be in default of Makerany other agreement, lease, restrictive covenant, declaration, or mortgage encumbering the Premises or executed in connection with this Leasehold Mortgage; or (j) An adverse change in Borrower's business, including the ownership, management, and financial conditions, which in Lender's opinion, impairs any final judgment(s) for the payment of money in excess collateral or repayment 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 judgmentsdebt owed; or (k) any a default under the Business Credit Card Agreement dated July 6, 2010; or (l) a default or event of default shall occur breach by Borrower under the Services Agreement Sublease or any termination, modification or alteration of the Sublease without Lender’s prior written consent; or (m) a breach or default of Borrower under the $1,750,000 Promissory Note or the Management Services Agreement. Upon the occurrence $200,000 Line of any Event of Default hereunder Credit Note, dated February 1, 2011, or under the Security Agreementall Mortgages, then Assignment, and Loan Documents described 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Notes.

Events of Default and Remedies. An The occurrence of any of the following events shall constitute an "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuingunder this Agreement: (a) Maker shall fail Any material representation, statement, report or certificate given to Bank by Borrower or any of its officers, employees or agents, now or in the future, is untrue or misleading in a material respect; or (b) Borrower fails to pay when due any principal of, Loan or any interest upon, this Note thereon or any other Obligation and such monetary Obligation: or (c) the total Obligations outstanding at any time exceed the Credit Limit for a period of five (5) days: or (d) Borrower fails to perform any other non-monetary Obligation, which 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 Security Agreement shall prove to be untrue or inaccurate in any material respect and shall continue to be untrue or inaccurate thirty (30) is not cured within 5 business days after the date Payee notifies Maker of such eventdue; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legalDissolution, validtermination of existence, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof insolvency or shall in any way be terminated business failure of Borrower or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trusteetrustee or custodian, intervenor, custodian or liquidator of itself or of for all or a substantial any part of its assetsthe property of, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditorscreditors by, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage the commencement of any bankruptcy proceeding by or insolvency lawsagainst Borrower under any reorganization, 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 proceedinginsolvency, or take corporate action for the purpose arrangement, readjustment of effecting any of the foregoing; (g) an orderdebt, 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 liquidation law or statute of Maker; (j) any final judgment(s) for the payment of money in excess of the sum of $100,000 jurisdiction, now or 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 judgmentsfuture in effect; or (kf) any default a material adverse change in the business, operations, or event financial or other condition of default shall occur under the Services Agreement or the Management Services AgreementBorrower. Upon the occurrence of any If an Event of Default hereunder or under occurs, Bank, shall have the Security Agreement, then in any such event right to accelerate and declare all of 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 Obligations to be immediately due and payable without presentment payable, increase the interest rate by an additional five percent per annum, and exercise all rights and remedies recorded by applicable law. If any interest payment, principal payment or notice principal balance payment due from Borrower is delinquent ten or more days, Borrower agrees to pay Bank a late charge in the amount of 5% of the payment so due and unpaid, in addition to the payment; but nothing in this provision is to be construed as any obligation on the part of Bank to accept payment of any kind which Maker waives pursuant payment past due or less than the total unpaid principal balance after maturity. All payments shall be applied first to Section 3 --------- herein,any late charges owing, then to interest and the remainder, if any, to principal.

Events of Default and Remedies. An (a) 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 ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing: constitute a "Default" hereunder. (ai) Maker shall fail Borrower fails to pay any amount of principal and interest when due any principal of, or interest upon, this under the Note or any other Obligation and such failure shall continue continues for a period of ten (10) days following the date Payee notifies Maker of such failuredays; (bii) any representation or warranty made by Maker to Payee herein Borrower in this Agreement or in the Security Agreement any other Loan Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respect as and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such eventwhen made; (ciii) default shall occur Borrower fails (A) 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 or any other Loan Document and, in the performance case of any clause (B), such failure continues unremedied for a period of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty fifteen (3015) days following the date Payee notifies Maker of such defaultdays; (div) default Borrower shall occur in the payment of any material indebtedness of Makerhave consolidated with, merged with or into, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof conveyed, sold or otherwise transferred all or substantially all of its assets or shall become due by have failed to maintain its terms and shall not be promptly paid or extendedcorporate existence; (ev) the Security Agreement shall cease to be Borrower (A) ceases doing business as a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created therebygoing concern; (fB) Maker shall (1) apply makes an assignment for the benefit of creditors or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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 reorganization, insolvency 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 similar proceeding initiated against it 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 others within sixty (60) daysdays of the date such proceedings were initiated; (hE) Payee's liens, mortgages requests 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 consents to the date on which any appointment of a trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its assets could be lawfully sold to satisfy such judgmentsproperty; or (kF) any default a trustee, custodian or event receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vi) a default shall occur have occurred and be continuing under any contract, agreement or document between Borrower and Lender or any affiliate of Lender; (vii) 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; or (viii) a material adverse change in Borrower's existing or prospective financial condition or results of operations since the date hereof which may affect the ability of Borrower to perform its obligations under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 Loan Documents shall occur and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,continuing.

Events of Default and Remedies. An "Event of DefaultEVENT OF DEFAULT" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing: (a) Maker Borrower shall fail to pay when due any principal of, or interest upon, this Note or any other the Obligation and such failure shall continue for ten three (103) days following the date Payee notifies Maker of after such failurepayment became due; or (b) Borrower shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by Maker Borrower to Payee Lender herein or in the Security Agreement any other Loan Document shall prove to be untrue or inaccurate in any material respect and shall continue respect, the result of which could be expected to be untrue have a Material Adverse Effect; or inaccurate thirty (30) days after the date Payee notifies Maker of such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker Company shall (1) apply for or consent to the appointment of a receiver, trustee, intervenorintervener, custodian custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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 reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (ge) an order, judgment judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of Maker any Company or appointing a receiver, trustee, intervenor intervener, or liquidator of Makerany Company, or of all or substantially all of its or their assets, and such order, judgment judgment, or decree shall continue unstayed and in effect for a period of sixty thirty (6030) days; or (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; (if) the dissolution or termination liquidation of Makerany Company; or (g) a Change of Control; or (h) a default or event of default shall occur under the Existing Loan Agreement (as such agreement shall be modified, amended, renewed, extended, or restated from time to time) and such default or event of default shall continue unremedied after the expiration of any period of grace or notice, if any; or (i) any Company shall default in the payment of any indebtedness of such Company 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), in each case where the result of which could be expected to have a Material Adverse Effect; or (j) any final judgment(s) for the payment of money in excess of the sum of $100,000 individually or in the aggregate shall be rendered against Maker any Company and such judgment or judgments judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of its such Company's assets could be lawfully sold to satisfy such judgments; or (k) any default or event judgment(s), the result of default shall occur under the Services Agreement or the Management Services Agreementwhich could be expected to have a Material Adverse Effect. Upon the occurrence of any Event of Default hereunder or under the Security Agreementhereunder, then in any such event the holder hereof may, at its option, (i) declare the entire unpaid principal balance of principal of and accrued interest upon this Note and any other the Obligation to be immediately due and payable without presentment or notice of any kind which Maker Borrower waives pursuant to Section 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 SECTION 4 with respect to any Company, without any notice to Borrower 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 Borrower.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing: (a) Maker An Event of Default shall occur hereunder if: (i) Lessee shall fail to pay make any payment of rent or other amount owing hereunder when due any principal of, or interest upon, this Note or any other Obligation and such failure shall continue for ten a period of 10 days; (10ii) Lessee shall fail to perform or observe any other covenant, agreement or condition hereunder within 30 days following of the date Payee notifies Maker Lessee becomes aware of such failure, or if more than 30 days are reasonably required to cure such default, Lessee fails to commence to diligently perform such obligations within such 30 days or discontinues such performance at any time; (biii) Lessee shall fail to maintain insurance as required by Section 9 of this Agreement, (iv) Lessee shall make any representation or warranty made by Maker to Payee National City herein or in the Security Agreement any document or certificate furnished National City in connection herewith which shall prove to be untrue or inaccurate in any material respect incorrect at the time made and shall continue to be untrue or inaccurate thirty (30) days after on the date Payee notifies Maker of such eventany Schedule entered into hereunder; (cv) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, Lessee or any such indebtedness guarantor of Lessee's obligations hereunder (a "GUARANTOR") shall become due before its stated maturity by acceleration insolvent or make an assignment for the benefit of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for creditors or consent to the appointment of a trustee or receiver, trustee, intervenor, custodian (vi) a trustee or liquidator of itself receiver shall be appointed for Lessee or of all 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; (vii) 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 (2x) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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 lawsentity formed by the consolidation, or (5) file an answer admitting into which Lessee or a Guarantor is merged or the material allegations of, person 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 entity that acquires all or substantially all of its Lessee's or their assets, 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 order, judgment person or decree shall continue unstayed entity and (z) on or before the effective date thereof such person or entity assumes all the obligations of Lessee or a Guarantor hereunder pursuant to an assignment and assumption agreement in effect for a period of sixty (60) daysform and substance satisfactory to National City; (hviii) Payee's liens, mortgages or security interests in any the current holders of 51% of the collateral for this Note should become unenforceable, 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 be first priority liens, mortgages have the unconditional right to elect a majority of Lessee's or security interestsa Guarantor's board of directors (unless Lessee or a Guarantor shall have provided 30-days' prior written notice to National City of the proposed disposition of stock and National City shall have consented thereto in writing); (iix) the dissolution an individual Guarantor shall become legally incapacitated or termination of Makerdie; (jx) any final judgment(s) for the payment of money Lessee and/or a Guarantor shall suffer an adverse material change 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 its financial condition from the date on which hereof, and as a result thereof National City deems itself or any of its assets could Equipment to be lawfully sold to satisfy such judgmentsinsecure; or (kxi) any Lessee and/or a Guarantor shall be in default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 be immediately due and payable without presentment agreement at any time executed with National City or notice any affiliate or subsidiary of any kind which Maker waives pursuant to Section 3 --------- herein,National City Corporation.

Events of Default and Remedies. An "Event The occurrence of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuingconstitute an Event of Default hereunder: (a) Maker Lessee fails to pay or Lessor does not receive any installment of rent on or before the fifth day following the date when the same becomes due and payable; (b) Lessee attempts to remove, sell, assign, transfer, encumber, sublet or part with possession of the Equipment or any items thereof, except as expressly permitted herein; (c) Lessee shall fail to pay when due procure and or maintain insurance in accordance with Section 8 hereof or such insurance shall be reduced, modified, canceled, terminated or lapsed; (d) Any guarantor of any principal of, of Lessee ’s obligations under any Lease Schedule defaults in the performance of any covenant or interest upon, this Note obligation in favor of Lessor; (e) Lessee shall fail to observe or perform any of the other Obligation obligations required to be observed or performed by Lessee hereunder and such failure shall continue uncured for ten (10) days following the date Payee notifies Maker of such failureafter written notice thereof to Lessee by Lessor; (bf) any Any representation or warranty made by Maker to Payee Lessee herein or in the Security Agreement any document or certificate furnished in connection herewith shall prove to be untrue or inaccurate incorrect in any material respect and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such eventrespect; (cg) default shall occur in Lessee ceases doing business as a going concern, makes an assignment for the performance benefit of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Makercreditors, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable its inability to pay its debts as they become due, (3) make files a general assignment for the benefit of creditorsvoluntary petition in bankruptcy, (4) file is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or answer seeking reorganization similar arrangement under any present or an arrangement with creditors future statute, law or to take advantage of any bankruptcy regulation or insolvency laws, or (5) file files an answer admitting the material allegations of, or consent to, or default in answering, of a petition filed against it in any bankruptcy, reorganization or insolvency such proceeding, consents to or take corporate action for acquiesces in the purpose appointment of effecting any of the foregoing; (g) an ordera trustee, 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, it or of all or substantially all any substantial part of its assets or their assetsproperties, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) daysif it or its shareholders take any action looking to its dissolution or liquidation; or (h) Payee's liensWithin thirty (30) days after the commencement of any proceeding against Lessee seeking reorganization, mortgages arrangement, readjustments, liquidation, dissolution or security interests in similar relief under any of the collateral for this Note should become unenforceablepresent or future statute, law or regulation, such proceedings shall not have been dismissed, or cease to 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 first priority liens, mortgages or security interests; vacated. (i) the dissolution Lessee or termination of Maker; (j) any final judgment(s) for guarantor shall default in the payment or performance of money in excess any other duties, obligations or liabilities of the sum of $100,000 in the aggregate any indebtedness for borrowed money, or under conditional sales or installment contracts or similar agreements, leases or obligations evidenced by bonds, debentures, notes or other similar agreements or instruments to any creditor (including Lessor under any other agreement) after any and all applicable cure periods therefor 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 (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreementhave elapsed. Upon the occurrence of any an Event of Default hereunder or under the Security AgreementDefault, then in any such event the holder hereof may, Lessor may at its option, option do any or all of the following: (i) declare by notice to Lessee terminate this Lease as to the entire unpaid balance subject Lease Schedule: (ii) whether or not this Lease is terminated as to any Lease Schedule, take possession of principal any or all of the Equipment listed on the subject Lease Schedule, wherever situated, and accrued interest 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 Note Lease; (iii) recover from Lessee, as liquidated damages for loss of a bargain and any other Obligation not as a penalty, an amount equal to be the stipulated loss value as provided in the Stipulated Loss Value Schedule attached as an Exhibit to the applicable Lease Schedule, which payment shall become immediately due and payable; or (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). 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, Lessor hereby agrees to pay to Lessee, promptly after receipt thereof, all rentals or proceeds received from any reletting of the Equipment to the extent such rentals or proceeds are attributable to the balance of the Base Term (after deduction of all expenses incurred by Lessor and a reasonable sales commission to 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. In the event that Lessee has paid Lessor the amount set forth in (iii) above, and provided all other amounts due under the Lease have been paid, then Lessor shall deliver title to the Equipment to Lessee, unencumbered as to Lessor, “as is” and “where is” without presentment recourse or notice representation. 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 attorney’s fees. Lessee further agrees that, in any kind which Maker waives pursuant event, it will be liable for any deficiency after any sale, lease or other disposition by Lessor. The rights afforded Lessor hereunder shall not be deemed to Section 3 --------- herein,be exclusive, but shall be in addition to any rights or remedies provided by law. 10.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more (a) 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 occur and be continuingconstitute a “Default” hereunder: (ai) Maker shall Lessees fail to pay any Rent when due any principal of, or interest upon, under this Note or any other Obligation Lease and such failure shall continue continues for a period of ten (10) days following the date Payee notifies Maker of such failuredays; (bii) any representation or warranty made by Maker to Payee herein Lessees in the Lease or in the Security Agreement any other Lease Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respect as and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such eventwhen made; (ciii) default shall occur in Lessees (A) fail to obtain and maintain the performance 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 any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty fifteen (3015) days following the date Payee notifies Maker of such defaultdays; (div) default (A) any Lessee which is not an individual shall occur in the payment of any material indebtedness of Makerhave consolidated with, merged with or into, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof conveyed, sold or otherwise transferred all or substantially all of its assets or shall become due by have failed to maintain its terms corporate existence or any Lessee that is an individual dies or becomes permanently and shall not be promptly paid or extendedtotally disabled; (ev) the Security Agreement shall cease to be any Lessee (A) ceases doing business as a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created therebygoing concern; (fB) Maker shall (1) apply makes an assignment for the benefit of creditors or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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 reorganization, insolvency 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 similar proceeding initiated against it 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 others within sixty (60) daysdays of the date such proceedings were initiated; (hE) Payee's liensrequests or consents to the appointment of a trustee, mortgages custodian or security interests 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 collateral owners of the capital stock or other units of ownership on the date of this Lease entitled to vote for this Note should become unenforceable, the election of the board of directors of the Lessee or other similar governing body cease to be first priority liens, mortgages own or security interests; (i) do not have the dissolution or termination of Maker; (j) any final judgment(s) for the payment of money in excess of the sum of $100,000 unencumbered right to vote in the aggregate shall be rendered against Maker and such judgment or judgments shall not be satisfied or discharged at least ten fifty-one (1051%) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgments; capital stock or (k) any default or event other ownership interest of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Lessee.

Events of Default and Remedies. An "Event The occurrence of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events (an "Event of Default") shall occur and be continuingconstitute a default under this Agreement: (a) Maker shall fail to pay when due If a default has occurred under any principal ofterm, condition, covenant, representation or interest upon, this warranty of the Note and any applicable cure period or any other Obligation and such failure shall continue for ten (10) days following the date Payee notifies Maker of such failuregrace period thereunder has expired; (b) If a default has occurred under any term, condition, covenant, representation or warranty made of this Agreement, except as otherwise expressly provided in this Section 12, and any applicable cure period or grace period hereunder has expired; (c) If Borrower does not perform the Repairs in substantial compliance with any construction plans therefor approved by Maker Lender, as applicable (as amended from time to Payee herein time with the approval of Lender), and in accordance with all applicable governmental requirements, or fails promptly to submit to Lender and to the Consulting Engineer all amendments and supplements to such construction plans, or in any event fails to so submit them on or before the Security Agreement next succeeding requisition; (d) If any court of competent jurisdiction shall prove sign an order (i) adjudicating Borrower bankrupt, (ii) appointing a trustee or receiver of the Real Property or of a substantial part of the property of Borrower, or (iii) approving a petition for, or effecting, an arrangement or reorganization in bankruptcy, or any other judicial modification or alteration of the rights of Lender or of other creditors of Borrower; or if Borrower shall (iv) file any petition, (v) consent to be untrue any action, or inaccurate (vi) seek relief under any laws affecting creditor's rights; or if Borrower shall make an assignment for the benefit of creditors or shall admit in writing inability to pay debts generally as they become due; or (e) If Borrower fails to pay any material respect sums due and owing (except sums involved in good faith disputes, for which Borrower has furnished security satisfactory to Lender) to a General Contractor, subcontractor thereof or materials supplier, upon his demand or upon the demand of Lender, for work done on or in connection with the Real Property. (f) Lender shall continue to be untrue or inaccurate give Borrower thirty (30) days after the date Payee notifies Maker of such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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 assetsnotice thereof, and Borrower shall have the right to cure within such orderperiod, 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 (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any Event of Default hereunder or under the Security Agreement, then in any such event the holder hereof may, at its option, (iSections 12(a) declare the entire unpaid balance of principal of and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,through 12(e).

Events of Default and Remedies. An We may cancel any Contract and liquidate our position in the currency of such Contract if performance of the Contract by you or 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 (each, an "Event of Default" shall ------------------------------------------ exist hereunder if "), we may also cancel any one or more all the outstanding Contracts and liquidate our position in the currency of the following events shall occur such Contracts and be continuingsetoff 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) Maker shall you fail to pay when due any principal of, or interest upon, give us settlement instructions as provided in this Note or any other Obligation and such failure shall continue for ten (10) days following the date Payee notifies Maker of such failureAgreement; (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 Maker you to Payee herein us under this Agreement or in the Security Agreement shall prove to be untrue any Contract is incorrect or inaccurate misleading in any material respect and shall continue when made or repeated or deemed to be untrue have been made or inaccurate thirty (30) days after the date Payee notifies Maker of such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extendedrepeated; (e) the Security Agreement shall cease a default, event of default or other similar condition or event (however described) occurs under one or more agreements or instruments relating to be a legalany of your obligations (whether present or future, validcontingent or otherwise, binding agreement enforceable against any party executing the same as principal or surety or otherwise) in accordance with the respective terms thereof respect of borrowed money ("Indebtedness") which has resulted in such Indebtedness becoming, or shall in any way be terminated becoming capable at such time of being declared, due and payable under such agreements or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liensinstruments, security interests, rights, titles, interests, remedies, powers or privileges intended to be created therebybefore it would otherwise have been due and payable; (f) Maker shall you (1i) apply for dissolve or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assetsliquidate, (2ii) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its are not generally paying your debts as they become due, (3iii) become insolvent, however such insolvency may be evidenced, or (iv) make a any 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 is filed by or against you seeking your liquidation or reorganization under the Bankruptcy Reform Act, Title 11 of Maker the United States Code, as amended or appointing a receiver, trustee, intervenor or liquidator of Makerrecodified from time to time, or of all a similar action is brought by or substantially all of its against you under any federal, state or their assets, and such order, judgment or decree shall continue unstayed and in effect for a period of sixty (60) daysforeign law; (h) Payee's liensa proceeding is instituted by or against you for any relief under any bankruptcy, mortgages insolvency or security interests in any other law relating to the relief of the collateral for this Note should become unenforceabledebtors, reorganization, readjustment or cease to be first priority liens, mortgages extension of indebtedness or security interestscomposition with creditors; (i) the dissolution a custodian or termination a receiver is appointed for, or a writ or order of Makerattachment, execution or garnishment is issued, xxxxxd or made against, any of your property or assets; (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 an application is made by any of its assets could be lawfully sold your judgment creditors for an order directing us to satisfy such judgmentspay over money that we hold from you or to deliver other of your property; or (k) any default government authority or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence any court takes possession of any Event substantial part of Default hereunder your property or under the Security Agreementassets or assumes control over your affairs, then or (l) we in any our sole discretion make a commercially reasonable determination that 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 cancellation is necessary to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,protect us.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuingoccur: (a) 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 failureNote; (b) any representation or warranty made by Maker to Payee herein or in the 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 such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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; (gc) 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 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; (id) the dissolution or termination liquidation of Maker; (je) Maker shall breach any covenant under this Note, (f) any final judgment(s) for the payment "Event of money in excess of the sum of $100,000 Default," as defined in the aggregate Security Agreement or the Mortgage, shall be rendered against Maker and such judgment occur, (g) any failure to pay, when due, any obligations, whether as to principal, interest or judgments otherwise, including non-payment following acceleration or maturity, shall not be satisfied or discharged at least ten (10) days prior occur with respect to the date on which Senior Financing Debt and continue past the expiration of any period of its assets could be lawfully sold to satisfy such judgments; or grace, if any, with respect thereto provided in the document governing the same, (kh) any default or event of default, other than a default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence event of any Event of Default hereunder or under the Security Agreement, then default occasioned by a failure to pay as described 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,the

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing: (a) Maker An Event of Default shall occur hereunder if: (i) Lessee shall fail to pay make any payment of rent or other amount owing hereunder 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 a period of such failure10 days; (bii) Lessee shall fail to perform or observe any other covenant, agreement or condition hereunder within 30 days of written notice thereof 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 made by Maker to Payee National City herein or in the Security Agreement any document or certificate furnished National City in connection herewith which shall prove to be untrue or inaccurate in any material respect incorrect at the time made and shall continue to be untrue or inaccurate thirty (30) days after on the date Payee notifies Maker of such eventany Schedule entered into hereunder; (civ) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, Lessee or any such indebtedness guarantor of Lessee's obligations hereunder (a "GUARANTOR") shall become due before its stated maturity by acceleration insolvent or make an assignment for the benefit of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for creditors or consent to the appointment of a trustee or receiver, trustee, intervenor, custodian (v) a trustee or liquidator of itself receiver shall be appointed for Lessee or of all 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 (2x) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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 lawsentity formed by the consolidation, or (5) file an answer admitting into which Lessee or a Guarantor is merged or the material allegations of, person 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 entity that acquires all or substantially all of its Lessee's or their assets, 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 order, judgment person or decree shall continue unstayed 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 effect for a period of sixty (60) daysform and substance satisfactory to National City; (hvii) Payee's liens, mortgages or security interests in any the current holders of 51% of the collateral for this Note should become unenforceable, 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 be first priority liens, mortgages have the unconditional right to elect a majority of Lessee's or security interestsa 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); (iviii) the dissolution an individual Guarantor shall become legally incapacitated or termination of Makerdie; (jix) any final judgment(s) for the payment of money Lessee and/or a Guarantor shall suffer an adverse material change 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 its financial condition from the date on which hereof, and as a result thereof National City deems itself or any of its assets could Equipment to be lawfully sold to satisfy such judgmentsinsecure; or (kx) any Lessee and/or a Guarantor shall be in default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 be immediately due and payable without presentment agreement at any time executed with National City or notice any affiliate or subsidiary of any kind which Maker waives pursuant to Section 3 --------- herein,National City Corporation.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more (a) 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 occur and be continuingconstitute a “Default” hereunder: (ai) Maker shall fail Lessee fails to pay any Rent when due any principal of, or interest upon, under this Note or any other Obligation Lease and such failure shall continue continues for a period of ten (10) days following the date Payee notifies Maker of such failuredays; (bii) any representation or warranty made by Maker to Payee herein Lessee in the Lease or in the Security Agreement any other Lease Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respect as and shall continue when made; (iii) Lessee fails (A) to be untrue obtain and maintain the insurance coverage required herein; or inaccurate thirty (30B) fails to materially 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 after the date Payee notifies Maker of such eventwritten notice thereof by Lessor to Lessee; (civ) default Lessee or any Guarantor shall occur in the performance have consolidated with, merged with or into, or conveyed, sold or otherwise transferred all or substantially all of any of the covenants its assets or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such defaulthave failed to maintain its corporate existence; (dv) default shall occur in the payment of any material indebtedness of Maker, Lessee or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extendedGuarantor (A) ceases doing business as a going concern; (eB) makes an assignment for the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof benefit of creditors or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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 reorganization, insolvency 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 similar proceeding initiated against it 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 others within sixty (60) daysdays of the date such proceedings were initiated; (hE) Payee's liens, mortgages requests 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 consents to the date on which any appointment of a trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its assets could be lawfully sold to satisfy such judgmentsproperty; or (kF) 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; or (vii) if Lessee’s obligations are guaranteed by any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any other party, an “Event of Default hereunder or Default” (under and as defined in the Security Agreement, then in any Guaranty executed by such event the holder hereof may, at its option, (iGuarantor) declare the entire unpaid balance of principal of and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,shall occur.

Events of Default and Remedies. An EVENTS OF DEFAULT 6.1 Each of the following is an "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing": (a) Maker shall fail Any Obligor fails to pay when due any principal of, of or interest upon, this on the Note or any other Obligation obligation under any Loan Document as and such failure shall continue for ten (10) days following the date Payee notifies Maker of such failurewhen due; or (b) Any Obligor or any Subsidiary of Borrower fails to pay at maturity, or within any applicable period of grace, any principal of or interest on any other borrowed money obligation (which shall not include any capital lease) in excess of $100,000.00, or fails to observe or perform any term, covenant or agreement contained in any agreement with respect to any such obligation; or (c) Any representation or warranty made by Maker to Payee herein in connection with any Loan Document was incorrect, false or in the Security Agreement shall prove to be untrue misleading when made; or inaccurate in any material respect and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) Any Obligor violates any covenant contained in any Loan Document; or (e) An event of default shall occur in occurs under any other Loan Document and any cure or grace period with respect to such default has elapsed with such default continuing; or (f) Final judgment for the payment of money over $1,000,000.00 is rendered against Obligor or any Subsidiary of Borrower and remains undischarged for a period of 30 days during which execution is not effectively stayed; or (g) The making of any levy, seizure, garnishment, sequestration or attachment thereof or thereon; or the uninsured loss, theft, substantial damage, or destruction of any material indebtedness portion of Maker, Borrower's Property; or (h) Any order is entered in any proceeding against Borrower or any Subsidiary of Borrower decreeing the dissolution, liquidation or split-up thereof, and such indebtedness order shall become due before its stated maturity by acceleration remain in effect for 30 days; or (i) Any Obligor or any subsidiary of Borrower makes a general assignment for the maturity thereof or otherwise benefit of creditors or shall become due by its terms and shall not be promptly paid petition or extended; (e) the Security Agreement shall cease apply to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply tribunal for or consent to the appointment of a receiver, trustee, intervenorcustodian, custodian receiver or liquidator of itself or of all or a any substantial part of its assetsbusiness, (2) estate or assets or shall commence any proceeding under any bankruptcy, insolvency, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or any such petition or application shall be adjudicated filed or any such proceeding shall be commenced against any Obligor or any subsidiary of Borrower and the Obligor or such subsidiary by any act or omission shall indicate approval thereof, consent thereto or acquiescence therein, or an order shall be entered appointing a bankrupt trustee, custodian, receiver or insolvent liquidator of all or file a voluntary any substantial part of the assets of any Obligor or any subsidiary of Borrower or granting relief to any Obligor or any subsidiary of Borrower or approving the petition in any such proceeding, and such order shall remain in effect for bankruptcy more than 30 days; or admit in writing that it is unable any Obligor or any subsidiary of Borrower shall fail generally to pay its debts as they become duedue or suffer any writ of attachment or execution or any similar process to be issued or levied against it or any substantial part of its property which is not released, stayed, handed or vacated within 30 days after its issue or levy; or (3j) make Any Obligor or any Subsidiary of Borrower conceals or removes any part of its Propeny, with intent to hinder, delay or defraud any of its creditors: (A)'makes or permits a general assignment transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or (B)'makes any unscheduled transfer of its Property to or for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditor at a time when other 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 similarly situated have 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 judgmentsbeen paid; or (k) A material adverse change occurs in the assets, liabilities or financial condition of any default Obligor, or event any Subsidiary of default shall occur Borrower, which is reasonably related to such Obligor's ability to perform its obligations under the Services Agreement or the Management Services Agreement. Upon the occurrence of Loan Documents and/or usability to avoid any Event of Default hereunder Default; or under (1) Any change occurs in the Security ownership of Borrower other than as expressly permitted by this Agreement, then in any such event the holder hereof may, at its option, ; or (iin) declare the entire unpaid balance of principal of and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Any Obligor that is not an individual dissolves.

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more (a) 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 occur and be continuingconstitute a “Default” hereunder: (ai) Maker shall fail Borrower fails to pay any amount of principal and interest when due under any principal of, or interest upon, this Note or any other Obligation and such failure shall continue continues for a period of ten (10) days following the date Payee notifies Maker of such failuredays; (bii) any representation or warranty made by Maker to Payee herein Borrower in this Agreement, any Note or in the Security Agreement any other Loan Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respect as and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such eventwhen made; (ciii) default shall occur 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 performance case of any clause (B), such failure continues unremedied for a period of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty fifteen (3015) days following the date Payee notifies Maker of such defaultdays; (div) default Borrower which is not an individual shall occur in the payment of any material indebtedness of Makerhave consolidated with or merged with or into another entity, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof conveyed, sold or otherwise transferred all or substantially all of its assets or shall become due by have failed to maintain its terms and shall not be promptly paid or extendedcorporate existence; (ev) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof Borrower that is an individual dies or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created therebybecomes permanently and totally disabled; (fvi) Maker shall Borrower (1A) apply ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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 reorganization, insolvency 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 similar proceeding initiated against it 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 others within sixty (60) daysdays of the date such proceedings were initiated; (hE) Payee's liensrequests or consents to the appointment of a trustee, mortgages custodian or security interests in 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) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and any of its other creditors, (ix) if Borrower’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in the collateral Guaranty executed by such Guarantor) shall occur; (x) 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 (xi) the owners of the capital stock or other units of ownership on the date of this Agreement entitled to vote for this Note should become unenforceable, the election of the board of directors of Borrower or other similar governing body cease to be first priority liens, mortgages own or security interests; (i) do not have the dissolution or termination of Maker; (j) any final judgment(s) for the payment of money in excess of the sum of $100,000 unencumbered right to vote in the aggregate shall be rendered against Maker and such judgment or judgments shall not be satisfied or discharged at least ten ninety percent (1090%) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgments; capital stock or (k) any default or event other ownership interest of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Borrower.

Events of Default and Remedies. An "Event A. The occurrence of Default" any of the following shall ------------------------------------------ exist hereunder constitute an event of default. (i) The Base Rental, Additional Rental or any other sum of money payable under this Lease is not paid when due; (ii) Tenant's interest in the Lease or the Premises shall be subjected to any attachment, levy, or sale pursuant to any order or decree entered against Tenant in any legal proceeding and such order or decree shall not be vacated within thirty (30) days of entry thereof; (iii) Tenant breaches or fails to comply with any term, provision, condition, or covenant of this Lease (other than the payment of Base Rental, Additional Rental and any other sum due and payable hereunder) or with any of the Rules and Regulations or Building Moving Policy now or hereafter established from time to time by Landlord to govern the operation of the Building; (iv) Tenant fails to bond off or otherwise remove any lien filed against the Premises or the Building by reason of Tenant's actions, within three (3) days after Tenant has notice of the filing of such lien; (v) The appointment of a receiver to take possession of all or substantially all of the assets of Tenant or an assignment of Tenant for the benefit of Creditors, or any action taken or suffered by Tenant under any insolvency, bankruptcy, or reorganization act (other than a petition of involuntary bankruptcy which is dismissed within thirty (30) days of date of filing), shall, at Landlord's option, constitute an event of default by Tenant; or (vi) Tenant is liquidated or dissolved or its charter expires or is revoked, or Tenant is dissolved or partitioned. B. Upon the occurrence of an event of default and, in the case of an event of default under subparagraph 18A(i) above, if such event of default is not cured within five (5) days of the due date, and in the case of an event of default under subparagraph 18A(ii) and A(iii) above, if such event of default is not cured within fifteen (15) days after written notice of such event of default is given by Landlord to Tenant, Landlord shall have the option to do and perform any one or more of the following events shall occur in addition to, and be continuing: (a) Maker shall fail to pay when due any principal not in limitation 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 remedy or warranty made right permitted it by Maker to Payee herein law or in the Security Agreement shall prove to be untrue equity or inaccurate in any material respect and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default; (d) default shall occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) 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 interestsLease; (i) Landlord, with or without terminating this Lease, may re-enter the dissolution Premises and perform, correct or repair any condition which shall constitute a failure on Tenant's part to keep, observe, perform, satisfy, or abide by any term, condition, covenant, agreement, or obligation of this Lease or of the Rules and Regulations now in effect hereafter adopted, and Tenant shall fully reimburse and compensate Landlord on demand for all costs and expenses incurred by Landlord in such performance, correction or repairing, including accrued interest as provided in the next sentence. All sums so expended to cure Tenaxx'x default shall accrue interest from the date of demand until date of payment at a rate of interest per annum equal to the lesser of (a) eighteen percent (18%), or (b) the highest rate permitted by law (ii) Landlord, with or without terminating this Lease, may re-enter the Premises and remove therefrom Tenant and all property belonging to or placed on the Premises by, at the direction of, or with consent of Tenant. Any such re-entry and removal by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of this Lease or of the Premises by Tenaxx xxx shall not of itself constitute a termination of Maker; this Lease by Landlord. (jiii) Landlord, with or without terminating this Lease, may relet the Premises or any final judgment(s) part thereof for such time or times, at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, and Landlord may make any alterations or repairs to the Premises which it may deem necessary or proper to facilitate such reletting, and Tenant shall pay all costs of such reletting including but not limited to the cost of any such alterations and repairs to the Premises, attorneys' fees, and brokerage commissions, and if this Lease shall not have been terminated, Tenant shall continue to pay all rent and all other charges due under this Lease up to and including the date of beginning of payment of money in excess rent by any subsequent tenant of part or all of the sum Premises, and thereafter Tenant shall pay monthly during the remainder of $100,000 the Lease Term the difference, if any, between the rent and other charges collected from any such subsequent tenant or tenants and the rent and other charges reserved in the aggregate shall be rendered against Maker and such judgment or judgments this Lease, but Tenant shall not be satisfied entitled to receive any excess of any such rents collected over the rents reserved herein; (iv) Landlord may terminate this Lease, and this Lease shall be deemed to have been terminated upon written notice of such termination, Landlord shall recover from Tenant all damages Landlord may suffer by reason of such termination including, without limitation, unamortized sums expended by Landlord for construction of tenant improvements, all arrearage in rentals, costs, charges, additional rentals, and reimbursements, the cost (including court costs and actual attorneys' fees) of recovering possession of the Premises, the cost of any alteration of or discharged at least ten (10) days prior repair to the Premises which is necessary or proper to prepare the same for re-letting and, in addition thereto, Landlord at its election shall have and recover from Tenant either (a) an amount equal to the excess, if any, of the total amount of all rents and other charges to be paid by Tenant for the remainder of the Lease Term over the then reasonably rental value of the Premises for the remainder of the Lease Term discounted to the net present value as of the date on which any of its assets could be lawfully sold to satisfy such judgments; paid using a five (5) percent annum discount rate, or (kb) any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 rents and accrued interest upon this Note and any other Obligation to be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,7

Events of Default and Remedies. An "Event of Default" shall ------------------------------------------ exist hereunder if any one or more (a) 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 occur and be continuingconstitute a “Default” hereunder: (ai) Maker shall fail Borrower fails to pay any amount of principal and interest when due under any principal of, or interest upon, this Note or any other Obligation and such failure shall continue continues for a period of ten (10) days following the date Payee notifies Maker of such failuredays; (bii) any representation or warranty made by Maker to Payee herein Borrower in this Agreement, any Note or in the Security Agreement any other Loan Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respect as and shall continue to be untrue or inaccurate thirty (30) days after the date Payee notifies Maker of such eventwhen made; (ciii) default shall occur 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 performance case of any clause (B), such failure continues unremedied for a period of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty fifteen (3015) days following the date Payee notifies Maker of such defaultdays; (div) default Borrower or any Guarantor which is not an individual shall occur in the payment of any material indebtedness of Makerhave consolidated with or merged with or into another entity, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof conveyed, sold or otherwise transferred all or substantially all of its assets or shall become due by have failed to maintain its terms and shall not be promptly paid or extendedcorporate existence; (ev) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against Borrower or any party executing the same in accordance with the respective terms thereof Guarantor that is an individual dies or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created therebybecomes permanently and totally disabled; (fvi) Maker shall Borrower or any Guarantor (1A) apply ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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 reorganization, insolvency 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 similar proceeding initiated against it 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 others within sixty (60) daysdays of the date such proceedings were initiated; (hE) Payee's liensrequests or consents to the appointment of a trustee, mortgages custodian or security interests 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 or any Guarantor 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 collateral capital stock or other units of ownership on the date of this Agreement entitled to vote for this Note should become unenforceable, the election of the board of directors of Borrower or other similar governing body cease to be first priority liens, mortgages own or security interests; (i) do not have the dissolution or termination of Maker; (j) any final judgment(s) for the payment of money in excess of the sum of $100,000 unencumbered right to vote in the aggregate shall be rendered against Maker and such judgment or judgments shall not be satisfied or discharged at least ten ninety percent (1090%) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgments; capital stock or (k) any default or event other ownership interest of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any 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 be immediately due and payable without presentment or notice of any kind which Maker waives pursuant to Section 3 --------- herein,Borrower.