SHALL SURVIVE ANY CANCELLATION OR SATISFACTION
OF THIS NOTE OR RETURN THEREOF TO BORROWER AND SHALL NOT BE DISCHARGED OR
SATISFIED WITH ANY PRIOR PAYMENT THEREOF OR CANCELLATION OF THIS NOTE, BUT SHALL
REMAIN A VALID AND BINDING OBLIGATION ENFORCEABLE IN ACCORDANCE WITH THE TERMS
AND PROVISIONS HEREOF, AND SUCH PAYMENT SHALL BE IMMEDIATELY DUE AND PAYABLE
UPON DEMAND.
SECTION 3.6
GOVERNING LAW. THIS NOTE SHALL BE INTERPRETED, CONSTRUED
AND ENFORCED ACCORDING TO THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
LOCATED.
SECTION 3.7
WAIVER OF JURY TRIAL. BORROWER, TO THE FULL EXTENT
PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON
THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF,
OR IN ANY WAY RELATING TO THE DEBT EVIDENCED BY THIS NOTE OR ANY CONDUCT, ACT OR
OMISSION OF LENDER OR BORROWER, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS
AFFILIATED WITH LENDER OR BORROWER, IN EACH OF THE FOREGOING CASES, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE.
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4.1
SUCCESSORS AND ASSIGNS; JOINT AND SEVERAL;
INTERPRETATION. THE TERMS AND PROVISIONS HEREOF SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF BORROWER AND LENDER AND THEIR RESPECTIVE HEIRS, EXECUTORS,
LEGAL REPRESENTATIVES, SUCCESSORS, SUCCESSORS IN TITLE AND ASSIGNS, WHETHER BY
VOLUNTARY ACTION OF THE PARTIES OR BY OPERATION OF LAW. AS USED HEREIN,
12
THE TERMS "BORROWER" AND "LENDER" SHALL BE DEEMED TO INCLUDE THEIR RESPECTIVE
HEIRS, EXECUTORS, LEGAL REPRESENTATIVES, SUCCESSORS, SUCCESSORS IN TITLE AND
ASSIGNS, WHETHER BY VOLUNTARY ACTION OF THE PARTIES OR BY OPERATION OF LAW. IF
BORROWER CONSISTS OF MORE THAN ONE PERSON OR ENTITY, EACH SHALL BE JOINTLY AND
SEVERALLY LIABLE TO PERFORM THE OBLIGATIONS OF BORROWER UNDER THIS NOTE. ALL
PERSONAL PRONOUNS USED HEREIN, WHETHER USED IN THE MASCULINE, FEMININE OR NEUTER
GENDER, SHALL INCLUDE ALL OTHER GENDERS; THE SINGULAR SHALL INCLUDE THE PLURAL
AND VICE VERSA. TITLES OF ARTICLES AND SECTIONS ARE FOR CONVENIENCE ONLY AND IN
NO WAY DEFINE, LIMIT, AMPLIFY OR DESCRIBE THE SCOPE OR INTENT OF ANY PROVISIONS
HEREOF. TIME IS OF THE ESSENCE WITH RESPECT TO ALL PROVISIONS OF THIS NOTE. THIS
NOTE AND THE OTHER LOAN DOCUMENTS CONTAIN THE ENTIRE AGREEMENTS BETWEEN THE
PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL PRIOR
AGREEMENTS RELATIVE HERETO AND THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN
ARE TERMINATED.
SECTION 4.2
TAXPAYER IDENTIFICATION. BORROWER'S TAX IDENTIFICATION
NUMBER IS 01-0817668.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
13
IN WITNESS WHEREOF, Borrower has executed this Note as of the date first written
above.
BORROWER:
51 CHUBB SPE LLC,
a Delaware limited liability company
By:
/s/ Mitchell E. Hersh
Name: Mitchell E. Hersh
Title: President and Chief Executive Officer
STATE OF New Jersey
SS:
COUNTY OF Union
BE IT REMEMBERED that on the 8th day of May, 2006, Mitchell E.