ALL UNPAID INTEREST
ACCRUED ON THIS NOTE, AND THEN TO THE OUTSTANDING AND UNPAID PRINCIPAL AMOUNT OF
THIS NOTE AS OF THE DATE OF THE PAYMENT.
2.
EVENTS OF DEFAULT.
2.1.
DEFINITION OF EVENT OF DEFAULT.
ANY ONE OR MORE OF THE FOLLOWING
EVENTS SHALL CONSTITUTE AN "EVENT OF DEFAULT":
2.1.1.
BORROWER FAILS TO MAKE ANY PAYMENT OF PRINCIPAL OR INTEREST ON THIS
NOTE ON OR BEFORE THE DATE SUCH PAYMENT IS DUE AND SUCH FAILURE CONTINUES FOR A
PERIOD OF TEN (10) BUSINESS DAYS AFTER THE PAYMENT DUE DATE;
2.1.2.
BORROWER MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS; FILES A
PETITION IN BANKRUPTCY; IS ADJUDICATED INSOLVENT OR BANKRUPT; PETITIONS OR
APPLIES TO ANY TRIBUNAL FOR THE APPOINTMENT OF ANY RECEIVER OR TRUSTEE; OR
COMMENCES ANY PROCEEDING UNDER LAW OR STATUTES OF ANY JURISDICTION, WHETHER NOW
OR HEREAFTER IN EFFECT, RELATING TO REORGANIZATION, ARRANGEMENT, READJUSTMENT OF
DEBT, DISSOLUTION OR LIQUIDATION, OR THERE IS COMMENCED AGAINST BORROWER ANY
SUCH PROCEEDING WHICH SHALL NOT BE DISMISSED WITHIN A PERIOD OF SIXTY (60) DAYS,
OR BORROWER INDICATES ITS WRITTEN CONSENT TO, APPROVAL OF, OR ACQUIESCENCE IN
ANY SUCH PROCEEDING OR THE APPOINTMENT OF ANY RECEIVER OF OR ANY TRUSTEE FOR IT
OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR SUFFERS ANY SUCH RECEIVERSHIP OR
TRUSTEESHIP TO CONTINUE UNDISCHARGED FOR A PERIOD OF SIXTY (60) DAYS; OR
2.1.3.
BORROWER SHALL DEFAULT IN THE PERFORMANCE OF ANY OF ITS COVENANTS
OR AGREEMENTS CONTAINED IN THIS NOTE, AND, IN THE CASE OF ANY SUCH DEFAULT WHICH
IS CAPABLE OF BEING CURED, CONTINUES UNCURED FOR TEN (10) BUSINESS DAYS
FOLLOWING THE DATE NOTICE OF SUCH DEFAULT IS GIVEN TO BORROWER.
2.2.
RIGHTS UPON EVENT OF DEFAULT.
UPON THE OCCURRENCE OF ANY EVENT OF
DEFAULT, HOLDER, AT ITS OPTION, MAY DECLARE THE ENTIRE PRINCIPAL AMOUNT OF THIS
NOTE THEN OUTSTANDING, TOGETHER WITH ACCRUED AND UNPAID INTEREST THEREON,
IMMEDIATELY DUE AND PAYABLE WITHOUT PRESENTMENT, DEMAND, PROTEST OR NOTICE OR
OTHER FORMALITY OF ANY KIND.
HOLDER ALSO MAY EXERCISE FROM TIME TO TIME ANY
RIGHTS AND REMEDIES AVAILABLE TO IT BY LAW AND UNDER ANY AGREEMENT OR OTHER
INSTRUMENT RELATING TO THE AMOUNTS OWED UNDER THIS NOTE.
2.3.
COLLECTION COSTS; ATTORNEY'S FEES.
BORROWER SHALL PROMPTLY PAY
ALL OF THE REASONABLE COSTS AND EXPENSES OF HOLDER INCURRED IN THE COLLECTION OF
THIS NOTE, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES, WHETHER OR NOT A
SUIT TO ENFORCE SUCH RIGHTS IS ACTUALLY INSTITUTED.
ALL OF SUCH UNPAID COSTS
AND EXPENSES SHALL BE ADDED TO THE PRINCIPAL AMOUNT OF THIS NOTE.
3.
MISCELLANEOUS.
3.1.
UNCONDITIONAL OBLIGATION; WAIVERS.
THE OBLIGATIONS OF BORROWER TO
MAKE THE PAYMENTS PROVIDED FOR IN THIS NOTE ARE ABSOLUTE AND UNCONDITIONAL AND
NOT SUBJECT TO ANY
2
DEFENSE, SET-OFF, COUNTERCLAIM, RESCISSION, RECOUPMENT OR ADJUSTMENT
WHATSOEVER.
BORROWER HEREBY WAIVES PRESENTMENT AND DEMAND FOR PAYMENT, NOTICE
OF NON-PAYMENT, NOTICE OF DISHONOR, PROTEST, NOTICE OF PROTEST, BRINGING OF SUIT
AND DILIGENCE IN TAKING ANY ACTION TO COLLECT ANY AMOUNT CALLED FOR UNDER THIS
NOTE, AND SHALL BE DIRECTLY AND PRIMARILY LIABLE FOR