SATISFACTORY TO SUCH HOLDER) IN FAVOR OF SUCH HOLDER PURSUANT TO
WHICH SUCH PERSON ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS NOTE
AS A PAYOR AND/OR SUBSIDIARY OBLIGOR (AS APPLICABLE).
EACH OF THE PAYORS
ACKNOWLEDGES AND AGREES THAT THE HOLDER OF THIS NOTE SHALL HAVE THE RIGHT, IN
ADDITION TO ANY OTHER RIGHTS AND REMEDIES EXISTING IN ITS FAVOR, TO ENFORCE ITS
RIGHTS HEREUNDER NOT ONLY BY AN ACTION OR ACTIONS FOR DAMAGES BUT ALSO BY AN
ACTION OR ACTIONS FOR SPECIFIC PERFORMANCE, INJUNCTIVE AND/OR OTHER EQUITABLE
RELIEF.
19.
GOVERNING LAW.
ALL ISSUES AND QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR
PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF DELAWARE.
IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF
DELAWARE SHALL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS NOTE, EVEN
THOUGH UNDER THAT JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE
SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
20.
USURY LAWS.
IT IS THE INTENTION OF THE PAYORS AND THE HOLDER OF
THIS NOTE TO CONFORM STRICTLY TO ALL APPLICABLE USURY LAWS NOW OR HEREAFTER IN
FORCE, AND ANY INTEREST PAYABLE UNDER THIS NOTE SHALL BE SUBJECT TO REDUCTION TO
THE AMOUNT NOT IN EXCESS OF THE MAXIMUM LEGAL AMOUNT ALLOWED UNDER THE
APPLICABLE USURY LAWS AS NOW OR HEREAFTER CONSTRUED BY THE COURTS HAVING
JURISDICTION OVER SUCH MATTERS.
IF THE MATURITY OF THIS NOTE IS ACCELERATED BY
REASON OF AN ELECTION BY THE HOLDER HEREOF RESULTING FROM AN EVENT OF DEFAULT,
VOLUNTARY PREPAYMENT BY THE PAYORS OR OTHERWISE, THEN EARNED INTEREST MAY NEVER
INCLUDE MORE THAN THE MAXIMUM AMOUNT PERMITTED BY LAW, COMPUTED FROM THE DATE
HEREOF UNTIL PAYMENT, AND ANY INTEREST IN EXCESS OF THE MAXIMUM AMOUNT PERMITTED
BY LAW SHALL BE CANCELED AUTOMATICALLY AND, IF THERETOFORE PAID, SHALL AT THE
OPTION OF THE HOLDER HEREOF EITHER BE REBATED TO THE PAYORS OR CREDITED ON THE
PRINCIPAL AMOUNT OF THIS NOTE, OR IF THIS NOTE HAS BEEN PAID, THEN THE EXCESS
SHALL BE REBATED TO THE PAYORS.
THE AGGREGATE OF ALL INTEREST (WHETHER
DESIGNATED AS INTEREST, SERVICE CHARGES, POINTS OR OTHERWISE) CONTRACTED FOR,
CHARGEABLE, OR RECEIVABLE UNDER THIS NOTE SHALL UNDER NO CIRCUMSTANCES EXCEED
THE MAXIMUM LEGAL RATE UPON THE UNPAID PRINCIPAL BALANCE OF THIS NOTE REMAINING
UNPAID FROM TIME TO TIME.
IF SUCH INTEREST DOES EXCEED THE MAXIMUM LEGAL RATE,
IT SHALL BE DEEMED A MISTAKE AND SUCH EXCESS SHALL BE CANCELED AUTOMATICALLY
AND, IF THERETOFORE PAID, REBATED TO THE PAYORS OR CREDITED ON THE PRINCIPAL
AMOUNT OF THIS NOTE, OR IF THIS NOTE HAS BEEN REPAID, THEN SUCH EXCESS SHALL BE
REBATED TO THE PAYORS.
15
21.
WAIVER OF JURY TRIAL.