MISLEADING IN ANY MATERIAL RESPECT WHEN
MADE;
(G)
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING WITH RESPECT TO THE COMERICA AGREEMENT OR THE GE CAPITAL
FACILITY, WHICH EVENT OF DEFAULT PERMITS COMERICA OR GE CAPITAL, AS APPLICABLE,
TO ACCELERATE THE INDEBTEDNESS UNDER THE COMERICA AGREEMENT OR THE GE CAPITAL
FACILITY AS APPLICABLE; OR
(H)
IF A LIQUIDITY EVENT OCCURS.
7.2.
REMEDIES.
(A)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT
HEREUNDER OTHER THAN AS PROVIDED IN SECTIONS 7.1(B) OR (C) ABOVE (UNLESS CURED
BY BORROWER OR WAIVED BY LENDER), THE ENTIRE UNPAID PRINCIPAL BALANCE OF THE
NOTE, TOGETHER WITH ALL ACCRUED INTEREST THEREON, MAY BE DECLARED BY LENDER DUE
AND PAYABLE.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AS PROVIDED IN SECTION
7.1(B) OR (C) ABOVE, THE ENTIRE UNPAID PRINCIPAL BALANCE OUTSTANDING HEREUNDER
AND UNDER THE NOTE, TOGETHER WITH ALL ACCRUED INTEREST THEREON, SHALL, SUBJECT
TO THE TERMS AND CONDITIONS OF THE SUBORDINATION AGREEMENTS) BE IMMEDIATELY DUE
AND PAYABLE REGARDLESS OF ANY PRIOR FORBEARANCE.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL THE INTEREST PAYABLE ON THE
UNPAID PRINCIPAL BALANCE OF THE LOANS EXCEED THE MAXIMUM RATE PERMITTED UNDER
APPLICABLE LAWS.
IN THE EVENT THAT SUCH RATE OF INTEREST EXCEEDS THE MAXIMUM
RATE PERMITTED UNDER APPLICABLE LAWS, SUCH EXCESS SHALL BE DEEMED ADDITIONAL
PRINCIPAL PAYMENTS UNDER THIS AGREEMENT AND THE NOTE.
(B)
IN ADDITION, UPON THE OCCURRENCE OF AN EVENT
OF DEFAULT (UNLESS CURED BY BORROWER OR WAIVED BY LENDER) AND FOR, BUT ONLY FOR,
THE PERIOD DURING WHICH SUCH EVENT OF DEFAULT REMAINS UNCURED OR HAS NOT BEEN
WAIVED IN WRITING BY LENDER, THE INTEREST DUE ON THE PRINCIPAL BALANCE
OUTSTANDING HEREUNDER SHALL ACCRUE AT A RATE OF FIFTEEN PERCENT (15%) PER ANNUM
(CALCULATED IN THE SAME MANNER AS PROVIDED ABOVE) RATHER THAN THE RATE SPECIFIED
IN THE NOTE, IN EACH OF THE PREAMBLE AND SECTION 1.1 THERETO.
(C)
NO FAILURE OR DELAY ON THE PART OF ANY
PARTY HERETO IN THE EXERCISE OF ANY RIGHT HEREUNDER SHALL IMPAIR SUCH RIGHT OR
BE CONSTRUED TO BE A WAIVER OF, OR ACQUIESCENCE IN, ANY BREACH OF ANY
REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT HEREIN, NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY SUCH RIGHT PRECLUDE OTHER OR FURTHER EXERCISE THEREOF OR
OF ANY OTHER RIGHT.
ALL RIGHTS AND REMEDIES OF LENDER EXISTING PURSUANT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT ARE CUMULATIVE TO, AND NOT
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EXCLUSIVE OF, ANY RIGHTS OR REMEDIES OTHERWISE AVAILABLE, WHETHER BY CONTRACT,
AT LAW, IN EQUITY OR OTHERWISE.
8.
MISCELLANEOUS.
8.1.
GOVERNING LAW; SUBMISSION TO JURISDICTION.
(A)
THIS AGREEMENT AND THE DOCUMENTS AND
INSTRUMENTS EXECUTED IN CONNECTION HEREWITH SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO
PRINCIPLES OF THE CONFLICT OF LAWS THEREOF.
(B)
THE PARTIES HERETO AGREE THAT ANY SUIT,
ACTION OR PROCEEDING INSTITUTED AGAINST ONE OR MORE OF THEM WITH RESPECT TO THIS
AGREEMENT (INCLUDING ANY EXHIBITS HERETO) SHALL BE