OR
PERSONS WHEN, THE PAYOR IS NOT THE SURVIVOR.
"PERSON" SHALL MEAN ANY
INDIVIDUAL, CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, ASSOCIATION,
TRUST OR OTHER ENTITY OR ORGANIZATION.
2
(M)
HOLDER IN GOOD FAITH BELIEVES ITSELF INSECURE.
8.
PAYOR'S OBLIGATIONS UNDER THIS NOTE ARE SECURED BY THAT
CERTAIN SECURITY AGREEMENT BY AND BETWEEN PAYOR AND HOLDER DATED JUNE 27, 2013
AND THAT CERTAIN SECURITY AND INTER-CREDITOR AGREEMENT DATED MAY 15, 2015 (THE
"SECURITY AGREEMENTS").
SPECIFICALLY, THE TERM "TRANSACTION AGREEMENTS" AS
DEFINED IN THE JUNE 27, 2013 SECURITY AGREEMENT IS AMENDED TO INCLUDE THIS
NOTE.
9.
UPON THE OCCURRENCE OR EXISTENCE OF ANY EVENT OF DEFAULT,
IMMEDIATELY AND WITHOUT NOTICE, ALL OUTSTANDING OBLIGATIONS PAYABLE BY BORROWER
HEREUNDER SHALL AUTOMATICALLY BECOME IMMEDIATELY DUE AND PAYABLE.
IN ADDITION
TO AND NOT IN LIEU OF THE FOREGOING REMEDIES, UPON THE OCCURRENCE OR EXISTENCE
OF ANY EVENT OF DEFAULT, HOLDER MAY EXERCISE ALL OTHER RIGHTS, POWERS OR
REMEDIES GRANTED TO IT UNDER THIS NOTE, THE SECURITY AGREEMENT OR OTHERWISE
PERMITTED TO IT BY LAW (INCLUDING BUT NOT LIMITED TO FORECLOSURE OF THE SECURITY
INTEREST GRANTED IN THE SECURITY AGREEMENT), EITHER BY SUIT IN EQUITY OR BY
ACTION AT LAW, OR BOTH, ALL SUCH REMEDIES BEING CUMULATIVE.
10.
SO LONG AS PAYOR SHALL HAVE ANY OBLIGATION UNDER THIS NOTE,
PAYOR SHALL NOT, WITHOUT THE HOLDER'S WRITTEN CONSENT, LEND MONEY, GIVE CREDIT
OR MAKE ADVANCES TO ANY PERSON, FIRM, JOINT VENTURE OR CORPORATION OR OTHER
ENTITY, INCLUDING, WITHOUT LIMITATION, OFFICERS, DIRECTORS, EMPLOYEES,
SUBSIDIARIES AND AFFILIATES OF PAYOR, EXCEPT LOANS, CREDITS OR ADVANCES IN
EXISTENCE OR COMMITTED ON THE DATE HEREOF AND WHICH PAYOR HAS INFORMED HOLDER IN
WRITING PRIOR TO THE DATE HEREOF.
11.
SO LONG AS PAYOR SHALL HAVE ANY OBLIGATION UNDER THIS NOTE,
PAYOR SHALL NOT, WITHOUT THE HOLDER'S PRIOR WRITTEN CONSENT, ASSUME, GUARANTEE,
ENDORSE, CONTINGENTLY AGREE TO PURCHASE OR OTHERWISE BECOME LIABLE UPON THE
OBLIGATION OF ANY PERSON, FIRM, PARTNERSHIP, JOINT VENTURE OR CORPORATION,
EXCEPT BY THE ENDORSEMENT OF NEGOTIABLE INSTRUMENTS FOR DEPOSIT OR COLLECTION
AND EXCEPT ASSUMPTIONS, GUARANTEES, ENDORSEMENT AND CONTINGENCIES IN EXISTENCE
OR COMMITTED ON THE DATE HEREOF AND WHICH PAYOR HAS INFORMED HOLDER IN WRITING
PRIOR TO THE DATE HEREOF.
12.
PAYOR UNCONDITIONALLY WAIVES NOTICE OF DEFAULT, PRESENTMENT OR
DEMAND FOR PAYMENT, PROTEST OR NOTICE OF NONPAYMENT OR DISHONOR AND ALL OTHER
NOTICES OR DEMANDS RELATIVE TO THIS NOTE.
13.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS NOTE, INTEREST
UNDER THIS NOTE SHALL NOT EXCEED THE MAXIMUM RATE PERMITTED BY APPLICABLE LAW,
AND IF ANY AMOUNT IS PAID UNDER THIS NOTE AS INTEREST IN EXCESS OF SUCH MAXIMUM
RATE, THEN THE AMOUNT SO PAID WILL NOT CONSTITUTE INTEREST BUT WILL CONSTITUTE A
PAYMENT ON ACCOUNT OF THE PRINCIPAL AMOUNT OF THIS NOTE. IF SUCH EXCESSIVE
INTEREST EXCEEDS THE UNPAID PRINCIPAL BALANCE OF THIS NOTE, SUCH EXCESS SHALL BE
REFUNDED TO PAYOR.
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14.
NO FAILURE BY HOLDER TO EXERCISE, OR DELAY BY HOLDER IN
EXERCISING, ANY RIGHT OR REMEDY HEREUNDER SHALL OPERATE AS A WAIVER THEREOF OR
OF ANY OTHER RIGHT OR