4. Remedies on Default. If any Event of Default shall occur and be continuing, theholder hereof shall, in addition to any and all other available rights and remedies, have theright, at her option (except for an Event of Default under paragraph 3(b) above, the occurrence ofwhich shall automatically effect acceleration hereunder) (a) to declare the unpaid principalbalance of this Note, together with all unpaid accrued interest hereunder, to be immediately dueand payable, and (b) to pursue any and all available remedies for collection.     5. Certain Waivers. Except as otherwise expressly provided in this Note, the Makerhereby waives diligence, demand, presentment for payment, protest, dishonor, nonpayment, default,and notice of any and all of the foregoing.     6. Waivers and Amendments. Neither any provision of this Note nor any performancehereunder may be amended or waived orally, but only by an agreement in writing and signed by theparty against whom enforcement thereof is sought.     7. Cumulative Remedies. No right or remedy conferred upon the Payee under this Noteis intended to be exclusive of any other right or remedy contained herein or in any instrument ordocument delivered in connection herewith, and every such right or remedy shall be cumulative andshall be in addition to every other such right or remedy contained herein and/or now or hereafterexisting at law or in equity or otherwise.     8. Waivers; Course of Dealing. No course of dealing between the Maker and the Payee,or any failure or delay on the part of the Payee in exercising any rights or remedies, or anysingle or partial exercise of any rights or remedies, shall operate as a waiver or preclude theexercise of any other rights or remedies available to the Payee.     9. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Note shall bedeemed to be a contract made under the laws of the State of New York and shall be governed by, andconstrued in accordance with, the laws of the State of New York. The Maker hereby irrevocablyconsents to the jurisdiction of all courts (state and federal) sitting in the State of New York inconnection with any claim, action or proceeding relating to or for the collection or enforcement ofthis Note, and hereby waives any defense of forumnonconveniens or othersuch claim or defense in respect of the lodging of any such claim, action or proceeding in any suchcourt. THE MAKER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, ACTION ORPROCEEDING RELATING TO OR FOR THE COLLECTION OR ENFORCEMENT OF THIS NOTE.     10. Collection Costs. In the event that the Payee shall, during the continuance of anEvent of Default, turn this Note over to an attorney for collection, the Maker shall further beliable for and shall pay to the Payee all collection costs and expenses incurred by the Payee,including reasonable attorneys’ fees and expenses; and the Payee may take judgment for all suchamounts in addition to all other sums due hereunder.     11. Certain Payee Covenants. By her acceptance of this Note, the Payee hereby (a)represents and warrants that she is an “accredited investor” as defined under Regulation Dpromulgated under the Securities Act of 1933, as amended (the “Act”), (b) acknowledges that
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this Note has been issued without registration under the Act in reliance, in part, upon suchrepresentation and warranty, (c) represents and warrants that she is acquiring this Note for herown account and not with a view to resale or distribution, (d) covenants that any assignment ofthis Note will be made in compliance with any and all applicable requirements of the Act and anyapplicable state securities laws, and (e) covenants that, upon request of the Maker at any time andfrom time to time, she will execute and deliver any and all subordination agreements subordinatingthis Note and the Payee’s rights hereunder to any and all other secured indebtedness of the Makerand/or its parent or subsidiary entities.***[signature page to follow]***
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      **ELVIS PRESLEY ENTERPRISES, INC.**