appointment is not discharged or such possession is not terminated within sixty (60) days after the effective date thereof or such party consents to or acquiesces in such appointment or possession; files a petition for relief under the United States Secured Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy or similar laws (all of the foregoing hereinafter collectively called Applicable Secured Bankruptcy Law) or an involuntary petition for relief is filed against such party under any Applicable Secured Bankruptcy Law and such involuntary petition is not dismissed within sixty (60) days after the filing thereof, or an order for relief naming such party is entered under any Applicable Secured Bankruptcy Law, or any composition, rearrangement, extension, reorganization or other relief of debtors now or hereafter existing is requested or consented to by such party; (iv) fails to have discharged within a period of sixty (60) days any attachment, sequestration or similar writ levied upon any property of such party; or (v) fails to pay within thirty (30) days any final money judgment against such party in a principal amount in excess of $5,000,000; or
(f) Execution on Collateral. The Collateral or any portion thereof is taken on execution or other process of law in any action against Maker; or
(g) Loss of Collateral. Loss, theft, substantial damage, or destruction of the Collateral, that is not repaired or replaced by equivalent property or insurance proceeds within one hundred and twenty (120) days of such loss, theft, substantial damage, or destruction; or
(h) Sale of Collateral. Sale of all or a portion of the Collateral without Payees express written consent; or
(i) Liquidation and Related Events. The liquidation, dissolution, merger or consolidation of Maker; provided that a merger or consolidated is permitted if Maker is the surviving entity
IF MAKER DEFAULTS ON THIS NOTE, AND THE DEFAULT IS NOT CURED WITHIN TEN (10) DAYS OF WRITTEN NOTICE FROM PAYEE, PAYEE MAY DECLARE THE UNPAID PRINCIPAL BALANCE AND EARNED INTEREST ON THIS NOTE IMMEDIATELY DUE, AND MAKER HEREBY WAIVES ANY RIGHT TO NOTICE OF ACCELERATION OF THE DEBT. PAYEE MAY FURTHER, AND WITHOUT LIMITING ANY OTHER RIGHTS OR REMEDIES AVAILABLE TO PAYEE, EXERCISE ONE OR MORE OF THE RIGHTS AND REMEDIES PROVIDED IN THE PLEDGE AND SECURITY AGREEMENT, AS DESCRIBED THEREIN.
Time is of the Essence:
Time is of the essence for this Note and the performance of all obligations under this Note.
Choice of Law and Venue:
Maker agrees to pay to Payee the amount of any and all reasonable and documented out- of-pocket costs and expenses, which Payee may incur in connection with and reasonable and
Note PN274 | Page 4