JUDGMENT AGAINST THE BORROWER AND AGAINST ALL
PERSONS CLAIMING UNDER OR THROUGH THE BORROWER, AND IN FAVOR OF THE
LENDER, ITS SUCCESSORS AND ASSIGNS, FOR RECOVERY BY THE LENDER OF POSSESSION
THEREOF, FOR WHICH THIS NOTE, OR A COPY HEREOF, VERIFIED BY AFFIDAVIT, SHALL BE
SUFFICIENT WARRANT; AND THEREUPON A WRIT OF POSSESSION MAY IMMEDIATELY ISSUE FOR
POSSESSION OF THE MORTGAGED PREMISES, WITHOUT ANY PRIOR WRIT OR PROCEEDING
WHATSOEVER AND WITHOUT ANY STAY OF EXECUTION. IF FOR ANY REASON AFTER SUCH
ACTION HAS BEEN COMMENCED IT SHALL BE DISCONTINUED, OR POSSESSION OF THE
MORTGAGED PREMISES SHALL REMAIN IN OR BE RESTORED TO THE BORROWER, THE LENDER
SHALL HAVE THE RIGHT FOR THE SAME EVENT OF DEFAULT OR ANY SUBSEQUENT EVENT OF
DEFAULT TO BRING ONE OR MORE FURTHER AMICABLE ACTIONS AS ABOVE-PROVIDED TO
RECOVER POSSESSION OF THE MORTGAGED PREMISES. THE LENDER MAY BRING AN AMICABLE
ACTION IN EJECTMENT AND CONFESS JUDGMENT THEREIN BEFORE OR AFTER THE INSTITUTION
OF PROCEEDINGS TO FORECLOSE THE MORTGAGE OR TO ENFORCE THIS NOTE OR ANY OF THE
OTHER LOAN DOCUMENTS, OR AFTER ENTRY OR JUDGMENT THEREIN OR ON THIS NOTE, OR
AFTER A SHERIFF'S SALE OF THE MORTGAGED PREMISES IN WHICH THE LENDER IS THE
SUCCESSFUL BIDDER, IT BEING THE UNDERSTANDING OF THE PARTIES THAT THE
AUTHORIZATION TO PURSUE SUCH PROCEEDINGS FOR OBTAINING POSSESSION AND CONFESSION
OF JUDGMENT THEREIN IS AN ESSENTIAL PART OF THE REMEDIES FOR ENFORCEMENT OF THIS
NOTE AND THE MORTGAGE, AND SHALL SURVIVE ANY EXECUTION SALE TO THE LENDER. THE
BORROWER HEREBY ACKNOWLEDGES AND CONFIRMS THAT IT HAS BEEN REPRESENTED BY
INDEPENDENT LEGAL COUNSEL WITH RESPECT TO THIS NOTE, THE MORTGAGE, AND THE OTHER
LOAN DOCUMENTS AND THE BORROWER HEREBY EXPRESSLY WAIVES ITS RIGHT TO NOTICE AND
HEARING WITH RESPECT TO THE CONFESSION OF JUDGMENT PROVISIONS SET FORTH IN THIS
PARAGRAPH 49.
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IN WITNESS WHEREOF, the Borrower has caused this Note to by duly executed,
witnessed and delivered all as of the day and year first above written.
ATTEST:
KENSEY NASH CORPORATION, a Delaware corporation By:
/s/ Jeffrey C.
Kelly
By:
/s/ Wendy F. DiCicco
Jeffrey C. Kelly
Wendy F. DiCicco
Senior
Director of Legal Affairs
Chief Financial Officer
JOINDER AND AGREEMENT TO FUND
The Lender hereby joins in this Note for the purposes of acknowledging its
responsibility to fund proceeds of the Loan in accordance with the terms,
conditions, and provisions of this Note, including, without limitation,
Paragraph 1(i) of this Note.
CITIBANK, F.S.B. By:
/s/ Eileen McEvoy Higgins
Eileen McEvoy Higgins
Senior Vice President
EXHIBIT "A"
ATTACHED TO AND MADE A PART OF THAT CERTAIN
SECURED COMMERCIAL MORTGAGE LOAN NOTE
BY KENSEY NASH CORPORATION, AS THE BORROWER,
IN FAVOR OF CITIBANK, F.S.B., AS THE LENDER, DATED MAY 25, 2006
Form of Notice of Borrowing
To: Citibank, F.S.B. (hereinafter referred to as the "Lender") in its capacity
as payee under that certain Secured Commercial Mortgage Loan Note dated May 25,
2006 (hereinafter, as it may be from time to time