**Default in Favor of Third Parties.**Borrower or any Grantor defaults under any loan,extension of credit, security agreement, purchase or sales agreement, or any otheragreement, in favor of any other creditor or person that may materially affect any ofBorrower’s property or Borrower’s ability to repay this Note or perform Borrower’sobligations under this Note or any of the related documents.**False Statements.**Any warranty, representation or statement made or furnished to Lenderby Borrower or on Borrower’s behalf under this Note or the related documents is false ormisleading in any material respect, either now or at the time made or furnished orbecomes false or misleading at any time thereafter.**Insolvency.**The dissolution or termination of Borrower’s existence as a going business,the insolvency of Borrower, the appointment of a receiver for any part of Borrower’sproperty, any assignment for the benefit of creditors, any type of creditor workout, orthe commencement of any proceeding under any bankruptcy or insolvency laws by or againstBorrower.**Creditor or Forfeiture Proceedings.**Commencement of foreclosure or forfeitureproceedings, whether by judicial proceeding, self-help, repossession or any other method,by any creditor of Borrower or by any governmental agency against any collateral securingthe loan. This includes a garnishment of any of Borrower’s accounts, including depositaccounts, with Lender. However, this Event of Default shall not apply if there is a goodfaith dispute by Borrower as to the validity or reasonableness of the claim which is thebasis of the creditor or forfeiture proceeding and if Borrower gives Lender writtennotice of the creditor or forfeiture proceeding and deposits with Lender monies or asurety bond for the creditor or forfeiture proceeding, in an amount determined by Lender,in its sole discretion, as being an adequate reserve or bond for the dispute.**Events Affecting Guarantor.**Any of the preceding events occurs with respect to anyguarantor, endorser, surety, or accommodation party of any of the indebtedness or anyguarantor, endorser, surety, or accommodation party dies or becomes incompetent, orrevokes or disputes the validity of, or liability under, any guaranty of the indebtednessevidenced by this Note.**Adverse Change.**A material adverse change occurs in Borrower’s financial condition, orLender believes the prospect of payment or performance of this Note is impaired.**Insecurity.**Lender in good faith believes itself insecure.**LENDER’S RIGHTS.**Upon default, Lender may declare the entire unpaid principal balance underthis Note and all accrued unpaid interest immediately due, and then Borrower will pay thatamount.**ATTORNEYS’ FEES; EXPENSES.**Lender may hire or pay someone else to help collect this Note ifBorrower does not pay. Borrower will pay Lender that amount. This includes, subject to anylimits under applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whetheror not there is a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings(including efforts to modify or vacate any automatic stay or injunction), and appeals. Ifnot prohibited by applicable law, Borrower also will pay any court costs, in addition to allother sums provided by law.**JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding, or counterclaim brought by either Lender or Borrower against the other.****GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to theextent not preempted by federal law, the laws of the State of Wisconsin without regard toits conflicts of law provisions. This Note has been accepted by Lender in the State ofWisconsin.****CHOICE OF VENUE.**If there is a lawsuit, Borrower agrees upon Lender’s request to submit tothe jurisdiction of the courts of Dane County, State of Wisconsin.**DISHONORED ITEM FEE.**Borrower will pay a fee to Lender of $15.00 if Borrower makes apayment on Borrower’s loan and the check or preauthorized charge with which Borrower pays islater dishonored.**RIGHT OF SETOFF.**To the extent permitted by applicable law, Lender reserves a right ofsetoff in all Borrower’s accounts with Lender (whether checking, savings, or some otheraccount). This includes all accounts Borrower holds jointly with someone else and allaccounts Borrower may open in the future. However, this does not include any IRA or Keoghaccounts, or any trust accounts for which setoff would be prohibited by law. Borrowerauthorizes Lender, to the extent permitted by applicable law, to charge or setoff all sumsowing on the debt against any and all such accounts, and, at Lender’s option, toadministratively freeze all such accounts to allow Lender to protect Lender’s charge andsetoff rights provided in this paragraph.**LINE OF CREDIT.**This Note evidences a revolving line of credit. Advances under this Note,as well as directions for payment from Borrower’s accounts, may be requested orally or inwriting by Borrower or by an authorized person. Lender may, but need not, require that alloral requests be confirmed in writing. Borrower agrees to be liable for all sums either:(A) advanced in accordance with the instructions of an authorized person or (B) creditedto any of Borrower’s accounts with Lender. The unpaid principal balance owing on this Noteat any time may be evidenced by endorsements on this Note or by Lender’s internal records,including daily computer print-outs. Lender will have no obligation to advance funds underthis Note if: (A) Borrower or any guarantor is in default under the terms of this Note orany agreement that Borrower or any guarantor has with Lender, including any agreement madein connection with the signing of this Note; (B) Borrower or any guarantor ceases doingbusiness or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit,modify or revoke such guarantor’s guarantee of this Note or any other loan with Lender; (D)Borrower has applied funds provided pursuant to this Note for purposes other than thoseauthorized by Lender; or (E) Lender in good faith believes itself insecure.**HEDGING INSTRUMENTS.**Obligations and Indebtedness includes, without limitation allobligations, indebtedness and liabilities arising pursuant to or in connection with anyinterest rate swap transaction, basis swap, forward rate transaction, interest rate option,price risk hedging transaction or any similar transaction between the Borrower and Lender.**UNUSED COMMITMENT FEE:.**Borrower shall pay a commitment fee in an amount equal to .05% peryear. The commitment fee shall be calculated on the average daily unused portion of thePrincipal Amount from the date of this Promissory Note until the Maturity Date, which shallbe payable at the time interest is payable on the yearly anniversary date of the PromissoryNote.**SUCCESSOR INTERESTS.**The terms of this Note shall be binding upon Borrower, and uponBorrower’s heirs, personal representatives, successors and assigns, and shall inure to thebenefit of Lender and its successors and assigns.**GENERAL PROVISIONS.**This Note benefits Lender and its successors and assigns, and bindsBorrower and Borrower’s heirs, successors, assigns, and representatives. If any part ofthis Note cannot be enforced, this fact will not affect the rest of the Note. Lender maydelay or forgo enforcing any of its rights or remedies under this Note without losing them.Borrower and any other person who signs, guarantees or endorses this Note, to the extentallowed by law, waive presentment, demand for payment, and notice of dishonor. Upon anychange in the terms of this Note, and unless otherwise
 

 
expressly stated in writing, no party who signs this Note, whether as maker, guarantor,accommodation maker or endorser, shall be released from liability. All such parties agreethat Lender may renew or extend (repeatedly and for any length of time) this loan or releaseany party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’ssecurity interest in the collateral; and take any other action deemed necessary by Lenderwithout the consent of or notice to anyone. All such parties also agree that Lender maymodify this loan without the consent of or notice to anyone other than the party with whomthe modification is made. The obligations under this Note are joint and several.**PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE,INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.****BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.****BORROWER:**         **TOMOTHERAPY INCORPORATED**           **By:** **/s/ Frederick A. Robertson, MD**     **Frederick A. Robertson, MD,**    **Chief Executive Officer of Tomotherapy**    **Incorporated**