II
EVENTS OF DEFAULT AND DEFAULT RELATED PROVISIONS
2.1
EVENTS OF DEFAULT.
THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER
THE SECURITY AGREEMENT SHALL CONSTITUTE AN EVENT OF DEFAULT ("EVENT OF DEFAULT")
HEREUNDER.
2.2
DEFAULT INTEREST.
FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE COMPANIES SHALL, JOINTLY AND SEVERALLY,
PAY ADDITIONAL INTEREST ON THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE IN AN
AMOUNT EQUAL TO ONE AND ONE-HALF PERCENT (1.50%) PER MONTH, AND ALL OUTSTANDING
OBLIGATIONS, INCLUDING UNPAID INTEREST, SHALL CONTINUE TO ACCRUE INTEREST AT
SUCH ADDITIONAL INTEREST RATE FROM THE DATE OF SUCH EVENT OF DEFAULT UNTIL THE
DATE SUCH EVENT OF DEFAULT IS CURED OR WAIVED.
2.3
DEFAULT PAYMENT.
FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE HOLDER, AT ITS OPTION, MAY ELECT, IN
ADDITION TO ALL RIGHTS AND REMEDIES OF THE HOLDER UNDER THE SECURITY AGREEMENT
AND THE OTHER ANCILLARY AGREEMENTS AND ALL OBLIGATIONS AND LIABILITIES OF EACH
COMPANY UNDER THE SECURITY AGREEMENT AND THE OTHER ANCILLARY AGREEMENTS, TO
REQUIRE THE COMPANIES, JOINTLY AND SEVERALLY, TO MAKE A DEFAULT PAYMENT
("DEFAULT PAYMENT").
THE DEFAULT PAYMENT SHALL BE 120% OF THE OUTSTANDING
PRINCIPAL AMOUNT OF THE NOTE, PLUS ACCRUED BUT UNPAID INTEREST, ALL OTHER FEES
THEN REMAINING UNPAID, AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
THE DEFAULT
PAYMENT SHALL BE APPLIED FIRST TO ANY FEES DUE AND PAYABLE TO THE HOLDER
PURSUANT TO THE NOTES , THE SECURITY AGREEMENT AND/OR THE ANCILLARY AGREEMENTS,
THEN TO ACCRUED AND UNPAID INTEREST DUE ON THE NOTES AND THEN TO THE OUTSTANDING
PRINCIPAL BALANCE OF THE NOTES.
THE DEFAULT PAYMENT SHALL BE DUE AND PAYABLE
IMMEDIATELY ON THE DATE THAT THE HOLDER HAS EXERCISED ITS RIGHTS PURSUANT TO
THIS SECTION 2.3.
ARTICLE III
MISCELLANEOUS
3.1
CUMULATIVE REMEDIES.
THE REMEDIES UNDER THIS NOTE SHALL BE
CUMULATIVE.
3.2
FAILURE OR INDULGENCE NOT WAIVER.
NO FAILURE OR DELAY ON THE PART
OF THE HOLDER HEREOF IN THE EXERCISE OF ANY POWER, RIGHT OR PRIVILEGE HEREUNDER
SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF
ANY SUCH POWER, RIGHT OR PRIVILEGE PRECLUDE OTHER OR FURTHER EXERCISE THEREOF OR
OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
ALL RIGHTS AND REMEDIES EXISTING
HEREUNDER ARE CUMULATIVE TO, AND NOT EXCLUSIVE OF, ANY RIGHTS OR REMEDIES
OTHERWISE AVAILABLE.
3.3
NOTICES.
ANY NOTICE HEREIN REQUIRED OR PERMITTED TO BE GIVEN
SHALL BE IN WRITING AND SHALL BE PROVIDED IN ACCORDANCE WITH THE TERMS OF THE
SECURITY AGREEMENT.
3.4
AMENDMENT PROVISION.
THE TERM "NOTE" AND ALL REFERENCES THERETO,
AS USED THROUGHOUT THIS INSTRUMENT, SHALL MEAN THIS INSTRUMENT AS ORIGINALLY
EXECUTED, OR IF LATER AMENDED OR SUPPLEMENTED, THEN AS SO AMENDED OR
SUPPLEMENTED, AND ANY SUCCESSOR INSTRUMENT AS SUCH SUCCESSOR INSTRUMENT MAY BE
AMENDED OR SUPPLEMENTED.
3.5
ASSIGNABILITY.
THIS NOTE SHALL BE BINDING UPON EACH COMPANY AND
ITS SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF THE HOLDER AND ITS
SUCCESSORS AND ASSIGNS,
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AND MAY BE ASSIGNED BY THE HOLDER IN ACCORDANCE WITH THE REQUIREMENTS