TRUSTEE, ASSIGNEE FOR THE BENEFIT OF CREDITORS (OR OTHER SIMILAR
OFFICIAL) IS APPLIED FOR, APPOINTED FOR THE BORROWER OR TO TAKE POSSESSION,
CUSTODY OR CONTROL OF ANY PROPERTY OF THE BORROWER, OR AN ORDER FOR RELIEF IS
ENTERED AGAINST THE BORROWER IN ANY OF THE FOREGOING;
(D)
THE BORROWER SHALL FAIL TO PERFORM ANY MATERIAL COVENANT,
CONDITION OR AGREEMENT UNDER THIS NOTE; OR
(E)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY THE BORROWER
UNDER THIS NOTE SHALL HAVE BEEN FALSE OR MISLEADING IN ANY MATERIAL RESPECT WHEN
MADE OR DEEMED MADE;
2
7.
REMEDIES.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT HEREUNDER:
(A)
ALL UNPAID PRINCIPAL, ACCRUED INTEREST AND OTHER AMOUNTS OWING
HEREUNDER SHALL, AT THE OPTION OF THE HOLDER, BE IMMEDIATELY DUE, PAYABLE AND
COLLECTIBLE BY THE HOLDER PURSUANT TO APPLICABLE LAW;
(B)
ANY AND ALL UNPAID PRINCIPAL, INTEREST OR OTHER AMOUNTS DUE UNDER
THIS NOTE SHALL THEREAFTER BEAR INTEREST AT THE MAXIMUM RATE SET FORTH IN
SECTION 2 HEREOF; AND
(C)
THE HOLDER MAY EXERCISE ANY AND ALL RIGHTS AND REMEDIES IT MAY
HAVE UNDER THIS NOTE OR UNDER APPLICABLE LAW.
All rights and remedies shall be cumulative and not exclusive.
The failure of
the holder hereof to exercise all or any of its rights, remedies, powers or
privileges hereunder or applicable law in any instance shall not constitute a
waiver thereof in that or any other instance.
8.
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS NOTE AND ANY
DISPUTES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR
CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER
THAN THOSE OF THE STATE OF NEW YORK.
EACH OF THE BORROWER AND THE HOLDER (A)
SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN
NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS NOTE, (B) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED ONLY IN ANY SUCH COURT, (C) WAIVES ANY CLAIM OF
INCONVENIENT FORUM OR OTHER CHALLENGE TO VENUE IN SUCH COURT, AND (D) AGREES NOT
TO BRING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE IN ANY
OTHER COURT.
9.
SUCCESSORS AND ASSIGNS.
THIS NOTE AND ALL OBLIGATIONS OF THE
BORROWER HEREUNDER SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF THE
BORROWER, AND SHALL, TOGETHER WITH THE RIGHTS AND REMEDIES OF THE HOLDER
HEREUNDER, INURE TO THE BENEFIT OF THE HOLDER, ANY FUTURE HOLDER OF THIS NOTE
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, PROVIDED, HOWEVER, THE BORROWER MAY
NOT TRANSFER OR ASSIGN ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE EXPRESS
WRITTEN CONSENT OF THE HOLDER, WHICH CONSENT MAY NOT BE UNREASONABLY WITHHELD OR
DELAYED AND ANY PURPORTED TRANSFER OR ASSIGNMENT