10004
Attn:
Arthur Adler, Esq.
Facsimile No.:
(212) 558-3588,
or such other address as Borrower or Lender shall hereafter specify by not less
than ten (10) days prior written notice as provided herein; provided, however,
that notwithstanding any provision of this Section to the contrary, such notice
of change of address shall be deemed given only upon actual receipt thereof.
Rejection or other refusal to accept or the inability to deliver because of
changed addresses of which no notice was given as herein required shall be
deemed to be receipt of the notice, demand, statement, request or consent.
SECTION 7.02.
EXHIBITS INCORPORATED.
THE INFORMATION SET FORTH ON THE COVER
HEREOF, AND THE EXHIBITS ANNEXED HERETO, ARE HEREBY INCORPORATED HEREIN AS A
PART OF THIS AGREEMENT WITH THE SAME EFFECT AS IF SET FORTH IN THE BODY HEREOF.
SECTION 7.03.
SEVERABLE PROVISIONS.
IF ANY TERM, COVENANT OR CONDITION OF THE
LOAN DOCUMENTS INCLUDING, WITHOUT LIMITATION, THE NOTE OR THIS AGREEMENT, IS
HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH LOAN DOCUMENT
SHALL BE CONSTRUED WITHOUT SUCH PROVISION.
SECTION 7.04.
CUMULATIVE RIGHTS.
THE RIGHTS, POWERS AND REMEDIES OF LENDER
UNDER THIS AGREEMENT SHALL BE SEPARATE, DISTINCT AND CUMULATIVE AND NONE SHALL
BE GIVEN EFFECT TO THE EXCLUSION OF THE OTHERS.
NO ACT OF LENDER SHALL BE
CONSTRUED AS AN ELECTION TO PROCEED UNDER ANY ONE PROVISION HEREIN TO THE
EXCLUSION OF ANY OTHER PROVISION.
LENDER SHALL NOT BE LIMITED EXCLUSIVELY TO
THE RIGHTS AND REMEDIES HEREIN STATED BUT SHALL BE ENTITLED, SUBJECT TO THE
TERMS OF THIS AGREEMENT, TO EVERY RIGHT AND REMEDY NOW OR HEREAFTER AFFORDED BY
LAW.
SECTION 7.05.
DUPLICATE ORIGINALS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF DUPLICATE ORIGINALS AND EACH SUCH DUPLICATE ORIGINAL SHALL BE DEEMED
TO CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
47
SECTION 7.06.
WAIVER OF NOTICE.
BORROWER SHALL NOT BE ENTITLED TO ANY NOTICES
OF ANY NATURE WHATSOEVER FROM LENDER EXCEPT WITH RESPECT TO MATTERS FOR WHICH
THIS AGREEMENT SPECIFICALLY AND EXPRESSLY PROVIDES FOR THE GIVING OF NOTICE BY
LENDER TO BORROWER AND EXCEPT WITH RESPECT TO MATTERS FOR WHICH BORROWER IS NOT,
PURSUANT TO APPLICABLE LEGAL REQUIREMENTS PERMITTED TO WAIVE THE GIVING OF
NOTICE.
SECTION 7.07.
JOINT AND SEVERAL LIABILITY.
IF BORROWER CONSISTS OF MORE THAN
ONE PERSON, THE OBLIGATIONS AND LIABILITIES OF EACH SUCH PERSON HEREUNDER SHALL
BE JOINT AND SEVERAL.
SECTION 7.08.
NO ORAL CHANGE.
THE TERMS OF THIS AGREEMENT, TOGETHER WITH THE
TERMS OF THE NOTE AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE
UNDERSTANDING AND AGREEMENT OF THE PARTIES HERETO AND SUPERSEDE ALL PRIOR
AGREEMENTS, UNDERSTANDINGS AND NEGOTIATIONS BETWEEN BORROWER AND LENDER WITH
RESPECT TO THE LOAN.
THIS AGREEMENT, AND ANY PROVISIONS HEREOF, MAY NOT BE
MODIFIED, AMENDED, WAIVED, EXTENDED, CHANGED, DISCHARGED OR TERMINATED ORALLY OR
BY ANY ACT ON THE PART OF BORROWER OR LENDER, BUT ONLY BY AN AGREEMENT IN
WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF ANY MODIFICATION,
AMENDMENT, WAIVER, EXTENSION, CHANGE, DISCHARGE OR TERMINATION IS SOUGHT.
SECTION