itsyourboypookie said:
Dr T and the Women said:
Here is the verbiage.
The appraisal at the time had more than enough equity to cover my note
Security. The complete payment and performance of the debt evidenced by this Note
shall be secured by all of the items and types of property described in the Pledge Agreement xxxx, as Class A Members of the Company (the "Class A
Members"), and Holder, dated effective on even date herewith (the "Pledge Agreement").
4. Participation Right. As additional consideration, Holder shall receive a participation right
in the net revenue due and payable to , LLC (the "Participation Right") pursuant to that
certain Participation Agreement between LLC and Holder (the "Participation
Agreement"). Holder hereby accepts the Participation Right, subject to the terms and conditions set forth
herein and the Participation Agreement.
5. Default; Remedies. An "Event of Default" shall constitute the occurrence of any one or
more other following conditions: (i) the Company's breach of any term or condition of this Note, the
Pledge Agreement, or any other note issued under the Note Series, including, but not limited to, any
failure to pay any payment of principal or interest as and when due in accordance with the terms of this
Note or any other note issued under the Note Series; (ii) any representation or warranty made by the
Company to the Holder under this Note or the Pledge Agreement proves to have been false in any material
2
respect when made or furnished the Company (iii) the sale of substantially all of the assets or in excess of
fifty percent (50%) of the interests of the Company; (iv) the merger, consolidation, or reorganization of
the Company where the Company does not own substantially all of the issued and outstanding voting
stock or other ownership interests of the merged, consolidated, or reorganized entity; (v) the Company
shall (a) apply for or consent to the appointment of a receiver, trustee, liquidator, or custodian of itself or
of all or a substantial part of its property, (b) admit in writing its inability to pay its debts generally as they
mature, (c) make a general assignment for the benefit of its or any of its creditors, (d) be dissolved or
liquidated or (e) commence a voluntary case or other proceeding seeking liquidation, reorganization, or
other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now
or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its
property by any official in an involuntary case or other proceeding commenced against it; or (vi)
proceedings for the appointment of a receiver, trustee, liquidator, or custodian of the Company, or of all
or a substantial part of the property thereof, or an involuntary case or other proceedings seeking
liquidation, reorganization, or other relief with respect to the Company or the debts thereof under any
bankruptcy, insolvency, or other similar law now or hereafter in effect shall be commenced and an order
for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of
commencement. Upon the occurrence of any Event of Default all accrued and unpaid interest and
principal on this Note shall become immediately due and payable and the Note shall bear interest at a
default interest rate of eighteen percent (18%) per annum until paid in full.
6. Waivers by Company. Company waives demand, presentment, notice of protest, notice
of demand, dishonor, diligence in collection and notices of intention to accelerate maturity in connection
with an Event of Default. Any such acceleration shall be automatically effectuated by Company by making
an entry to such effect in its records, in which event the unpaid balance on this Note shall become
immediately due and payable without demand or notice.
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