Timothy J. Coburn - Page 13

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          Specifically, the promissory note provides that a release of the            
          collateral by petitioner does not satisfy petitioner’s                      
               [The petitioner’s liability] hereunder * * * shall                     
               remain unimpaired, notwithstanding * * * the release                   
               * * * of all or any part of security * * *.                            
          The promissory note also does not waive the right of CareMatrix             
          to pursue legal remedies upon nonpayment.                                   
               [CareMatrix] shall not, by any act, delay, omission or                 
               otherwise be deemed to waive any of its rights or                      
               remedies hereunder unless such waiver be in writing and                
               signed by [CareMatrix], and then only to the extent                    
               expressly set forth therein.                                           
          The stock pledge agreement provides that the pledge is to remain            
          in effect until the loan is paid in full, at which time                     
          CareMatrix is to return the collateral to petitioner.                       
                    Termination of Pledge.  This Pledge shall remain                  
               in effect until all terms and conditions of the Note                   
               have been satisfied in full and the Indebtedness has                   
               been paid in full whereupon the Lender shall forthwith                 
               assign, transfer and deliver to [petitioner] without                   
               representation, warranty or recourse, against the                      
               appropriate receipts, all the Pledged Shares, if any,                  
               then held by it in pledge hereunder.                                   
          Additionally, the period of limitations for CareMatrix to                   
          commence an action to enforce petitioner’s repayment does not               
          expire until April 15, 2006.  See Mass. Gen. Laws ch. 106,                  

          of the collateral during petitioner’s taxable year 2000, and that           
          such a sale does not result in discharge of indebtedness income.            

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Last modified: May 25, 2011