AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS NOTE SHALL BE PROHIBITED BY OR
INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT
OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS NOTE.
SECTION 16.
JURISDICTION; WAIVER OF JURY TRIAL.
FOR PURPOSES OF ANY
ACTION OR PROCEEDING INVOLVING THIS NOTE, EACH OF THE COMPANY AND THE PAYEE
HEREBY EXPRESSLY SUBMITS TO THE JURISDICTION OF ALL FEDERAL AND STATE COURTS
LOCATED IN THE COMMONWEALTH OF MASSACHUSETTS AND CONSENTS THAT ANY ORDER,
PROCESS, NOTICE OF MOTION OR OTHER APPLICATION TO OR BY ANY OF SAID COURTS OR A
JUDGE THEREOF MAY BE SERVED WITHIN OR WITHOUT SUCH COURT'S JURISDICTION BY
REGISTERED MAIL OR BY PERSONAL SERVICE, PROVIDED A REASONABLE TIME FOR
APPEARANCE IS ALLOWED (BUT NOT LESS THAN THE TIME OTHERWISE AFFORDED BY ANY LAW
OR RULE), AND WAIVES ANY RIGHT TO CONTEST THE APPROPRIATENESS OF ANY ACTION
BROUGHT IN ANY SUCH COURT BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS.
THE COMPANY AND THE PAYEE EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE FULLEST
7
EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF
ANY DISPUTE ARISING UNDER OR RELATING TO THIS NOTE AND AGREES THAT ANY SUCH
DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
SECTION 17.
CERTAIN WAIVERS.
THE COMPANY AND ANY AND ALL ENDORSERS,
GUARANTORS AND SURETIES SEVERALLY WAIVE GRACE, DEMAND, PRESENTMENT FOR PAYMENT,
NOTICE OF DISHONOR OR DEFAULT, PROTEST, NOTICE OF PROTEST, NOTICE OF INTENT TO
ACCELERATE, NOTICE OF ACCELERATION AND DILIGENCE IN COLLECTING AND BRINGING OF
SUIT AGAINST ANY PARTY HERETO, AND AGREE TO ALL RENEWALS, EXTENSIONS OR PARTIAL
PAYMENTS HEREON, WITH OR WITHOUT NOTICE, BEFORE OR AFTER MATURITY.
SECTION 18.
INTEGRATION.
THIS NOTE AND THE MORTGAGE REPRESENT THE
FINAL AGREEMENT AMONG THE PARTIES AS TO THE SUBJECT MATTER HEREOF AND THEREOF
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES; AND THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES.
SECTION 19.
SURVIVAL.
ALL REPRESENTATIONS, WARRANTIES AND COVENANTS
CONTAINED HEREIN OR MADE IN WRITING BY OR ON BEHALF OF THE COMPANY IN CONNECTION
HEREWITH SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS NOTE AND THE MORTGAGE.
SECTION 20.
SETOFF.
THE COMPANY HEREBY AUTHORIZES THE PAYEE, IN
ADDITION TO ANY OTHER RIGHT OR REMEDY THAT THE PAYEE MAY HAVE BY OPERATION OF
LAW OR OTHERWISE, AT ANY TIME AND FROM TIME TO TIME UPON ANY AMOUNT BECOMING DUE
AND PAYABLE BY THE COMPANY UNDER THIS NOTE OR THE MORTGAGE, TO EXERCISE, WITHOUT
NOTICE TO THE COMPANY (ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY THE COMPANY),
ITS RIGHT OF SETOFF AND APPLY ANY AND ALL DEPOSITS OR OTHER PROPERTY OF THE
COMPANY OR MR. BERARDI AT ANY TIME HELD AND OTHER INDEBTEDNESS OR OBLIGATIONS
(INCLUDING, WITHOUT LIMITATION, ANY OBLIGATIONS OWING BY THE PAYEE TO THE
COMPANY UNDER ANY