APPOINTED.
(F)
BANKRUPTCY.
BANKRUPTCY, INSOLVENCY, REORGANIZATION OR LIQUIDATION
PROCEEDINGS OR OTHER PROCEEDINGS OR RELIEF UNDER ANY BANKRUPTCY LAW OR ANY LAW,
OR THE ISSUANCE OF ANY NOTICE IN RELATION TO SUCH EVENT, FOR THE RELIEF OF
DEBTORS SHALL BE INSTITUTED BY OR AGAINST THE BORROWER OR ANY SUBSIDIARY OF
BORROWER AND IF INSTITUTED AGAINST THEM ARE NOT DISMISSED WITHIN SIXTY (60) DAYS
OF INITIATION.
Upon the occurrence of any Event of Default, the Holder may proceed to protect
and enforce its rights hereunder by suit in equity, action at law or by other
appropriate proceeding, whether for the specific performance of any covenant or
agreement contained in this Note.
ARTICLE 5
MISCELLANEOUS
5.1
SUBORDINATION.
HOLDER HEREBY AGREES THAT THIS NOTE SHALL BE
SUBORDINATED TO ANY DEBT OBTAINED BY THE BORROWER FROM A BONA FIDE COMMERCIAL
LENDER.
HOLDER AGREES TO EXECUTE SUCH AGREEMENTS AND OTHER DOCUMENTS AS MAY BE
REASONABLY NECESSARY TO EFFECTUATE THE SUBORDINATION PROVIDED ABOVE.
Not excluding the foregoing, Borrower shall not either (i) issue any Note (or
other debt vehicle) that is senior to this Note or (ii) grant a security
interest in any of its assets, without the express written approval of the
majority principal amount of Note holders.
5.2
FAILURE OR DELAY NOT WAIVER.
NO FAILURE OR DELAY ON THE PART OF
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
3
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.
5.3
NOTICES.
ALL NOTICES, DEMANDS, REQUESTS, CONSENTS, APPROVALS, AND
OTHER COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND,
UNLESS OTHERWISE SPECIFIED HEREIN, SHALL BE (I) PERSONALLY SERVED, (II)
DEPOSITED IN THE MAIL, REGISTERED OR CERTIFIED, RETURN RECEIPT REQUESTED,
POSTAGE PREPAID, (III) DELIVERED BY REPUTABLE AIR COURIER SERVICE WITH CHARGES
PREPAID, OR (IV) TRANSMITTED BY HAND DELIVERY, TELEGRAM, OR FACSIMILE, ADDRESSED
AS SET FORTH BELOW OR TO SUCH OTHER ADDRESS AS SUCH PARTY SHALL HAVE SPECIFIED
MOST RECENTLY BY WRITTEN NOTICE.
ANY NOTICE OR OTHER COMMUNICATION REQUIRED OR
PERMITTED TO BE GIVEN HEREUNDER SHALL BE DEEMED EFFECTIVE (A) UPON HAND DELIVERY
OR DELIVERY BY FACSIMILE, WITH ACCURATE CONFIRMATION GENERATED BY THE
TRANSMITTING FACSIMILE MACHINE, AT THE ADDRESS OR NUMBER DESIGNATED BELOW (IF
DELIVERED ON A BUSINESS DAY DURING NORMAL BUSINESS HOURS WHERE SUCH NOTICE IS TO
BE RECEIVED), OR THE FIRST BUSINESS DAY FOLLOWING SUCH DELIVERY (IF DELIVERED
OTHER THAN ON A BUSINESS DAY DURING NORMAL BUSINESS HOURS WHERE SUCH NOTICE IS
TO BE RECEIVED) OR (B) ON THE SECOND BUSINESS DAY FOLLOWING THE DATE OF MAILING
BY EXPRESS COURIER SERVICE, FULLY PREPAID, ADDRESSED TO SUCH ADDRESS, OR UPON
ACTUAL RECEIPT OF SUCH MAILING, WHICHEVER SHALL FIRST OCCUR.
THE ADDRESSES FOR
SUCH COMMUNICATIONS SHALL BE: (I) IF TO THE BORROWER TO:
IVOW, INC., 16870 WEST
BERNARDO