Financing Transactions. Provider shall cooperate with Manager so that Manager can arrange necessary financing for Provider and for Manager relating to the Management Services provided by Manager to Provider.

Financing Restriction. In addition to the requirements of Section 4(n) above and during the period commencing on the date hereof and ending sixty (60) calendar days after the date hereof, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement (as defined below) unless it obtains the prior written consent of the Purchaser. “Subsequent Placement” means any, direct or indirect, issuance, offer, sale, grant of any option or right to purchase, or otherwise disposition of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity or debt security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Common Stock Equivalents, any preferred stock or any purchase rights) of the Company or any of its Subsidiaries, including, without limitation, pursuant to [Section 3(a)(9)] or [Section 3(a)(10)] of the 1933 Act.

Bankruptcy Financing. If any Grantor becomes subject to any Insolvency or Liquidation Proceeding, until the Discharge of First Lien Debt has occurred, Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that:

Identify and evaluate potential financing and refinancing sources, engaging a third-party broker if necessary;

Qualified Financing. Commencing upon the closing of a Qualified Financing through the Maturity Date, the Holder shall have the right, at its option, to convert the Outstanding Balance, in whole and not in part, into fully-paid and non-assessable shares of the capital stock of the Company being issued in such Qualified Financing (the "Qualified Financing Securities") at a conversion price equal to the greater of # $0.06 and # fifty percent (50%) of the price per share at which the Qualified Financing Securities are sold by the Company in the Qualified Financing (such price per share, the "Conversion Price").

Financing Assistance. The Company agrees that Aspen shall be paid $250,000 in cash as compensation for all matters relating to the Financing pursuant to this Agreement (“Financing Compensation”) within twenty (20) business days of the date on which the Company consummates the Acquisition, or such other mutually agreed upon timeframe.

Lien Searches. The results of UCC, tax lien and judgment lien searches showing all financing statements and other documents or instruments on file against Borrower and each other Obligated Party in the appropriate filing offices, such search to be

To the extent applicable, each Loan Party hereby acknowledges, confirms and agrees that any financing statements, fixture filing, transmitting utility filing or other instrument similar in effect under any applicable law covering all or any part of the Collateral previously filed in favor of the Administrative Agent are in full force and effect as of the date hereof and each Loan Party hereby ratifies its authorization for the Administrative Agent to file in any relevant jurisdictions any such financing statement, fixture filing, transmitting utility filing or other instrument relating to all or any part of the Collateral if filed prior to the date hereof.

The Agreement creates a valid and enforceable security interest (as that term is defined in [Section 1-201(37)] of the New York UCC, under Article 9 of the New York UCC (“Second Tier Security Interest”) in favor of the Agent in each Receivable and other Affected Assets (except that the Second Tier Security Interest will attach only when the SPV possesses rights in such Receivable). The internal laws of New York govern the perfection by the filing of financing statements of the Second Tier Security Interest in the Receivables and the proceeds thereof. The SPV Financing Statement(s) have been filed in the filing office(s) located in [insert state or other jurisdiction] listed in [Schedule II] hereto, which are the only office(s) in which filings are required under the UCC to perfect the Second Tier Security Interest in the Receivables and the proceeds thereof, and accordingly the Second Tier Security Interest in each Receivable and the proceeds thereof will, on the date of the initial transfer under the Agreement, be perfected under Article 9 of the New York UCC. All filing fees and all taxes required to be paid as a condition to or upon the filing of the SPV Financing Statement(s) in New York have been paid in full. As of the date hereof, there were no # UCC financing statements naming SPV as debtor, originator or assignor and covering any Receivables or other Affected Assets or any interest therein or # notices of the filing of any federal tax lien (filed pursuant to Section 6323 of the Internal Revenue Code) or lien of the Pension Benefit Guaranty Corporation (filed pursuant to Section 4068 of the Employment Retirement Income Security Act) covering any Receivable or other Affected Assets or any interest therein. The filing of the SPV Financing Statement(s) in the filing offices listed in [Schedule III] will create a first priority security interest in each Receivable. Such perfection and priority will continue, provided that appropriate continuation statements are timely filed where and when required under the UCC.

§6.13 Absence of UCC Financing Statements, Etc. Except with respect to Permitted Liens or as disclosed on the lien search reports delivered to and approved by the Agent, there is no financing statement (but excluding any financing statements that may be filed against Borrower or Subsidiary Guarantor without the consent or agreement of such Persons), security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any applicable filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future lien on, or security interest or security title in, any Unencumbered Property.