REVOLVING LOAN PROMISSORY NOTE
[FULL NAME OF LENDER] [ADDRESS OF LENDER] Principal: US$_________ Date: _________________ FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER(S)], (collectively, the “Borrowers”), hereby jointly and severally promise to pay to the order of [NAME OF LENDER], (the “Lender”), at its office at ______________________________ or such other address as the Lender shall specify in writing to the Borrowers, in lawful money of the United States of America and in immediately available funds, the principal amount of [AMOUNT OF LOAN IN WORDS] [($###,###.##)] or the aggregate unpaid principal balance of all amounts from time to time outstanding hereunder in accordance with the provisions of [ENTER NAME OF REVOLVING LOAN AGREEMENT], dated as of [DATE OF REVOLVING LOAN AGREEMENT], among the Lender and the Borrowers (as at any time amended, supplemented or modified, the “Revolving Loan Agreement”), as set forth in the Schedule to Revolving Loan Promissory Note (the “Schedule”) attached hereto as Exhibit A and by this reference incorporated herein, whichever is less, together with accrued, unpaid interest thereon, on [DATE LOAN MATURES] (the “Maturity Date”), or as such Maturity Date may be extended from time to time by agreement among the Lender and the Borrowers. This Revolving Loan Promissory Note is the “Revolving Loan Promissory Note” referred to in the Revolving Loan Agreement, the terms and conditions of which hereby are incorporated herein by reference. Capitalized terms not otherwise defined in this Revolving Loan Promissory Note shall have the meanings specified in the Revolving Loan Agreement. Interest under this Revolving Loan Promissory Note (computed on the basis of actual days elapsed and a year of [360/365] days) shall accrue on the outstanding principal balance of this Revolving Loan Promissory Note from the date hereof until the Maturity Date, at the rate of [PERCENT IN WORDS] Percent [(##%)] per annum. The Borrowers will repay in full all principal, accrued, unpaid interest and other charges outstanding under this Revolving Loan Promissory Note no later than the Maturity Date. This Revolving Loan Promissory Note is secured by a Security Agreement of even date herewith (the “Security Agreement”) among the Borrowers and the Lender. Reference hereby is made to the Security Agreement for a description of the collateral pledged pursuant thereto, and any Lender of this Revolving Loan Promissory Note is entitled to the benefit of the security interest provided therein. The occurrence and continuance of any one or more of the following events shall constitute an “Event of Default” hereunder: (a) (b) the Borrowers fail to pay any amount due under this Revolving Loan Promissory Note within [NUMBER IN WORDS] [(##)] days of the date when due; the Borrowers fail to observe, perform or comply with any other covenant, agreement or term contained in this Revolving Loan Promissory Note, and, if subject to remedy, the same is not remedied within 30 days after written notice from the Lender; provided, however, that such 30-day period shall be extended for an additional 30 days so long as within such initial 30-day period the Borrowers have commenced to cure and are proceeding with due diligence to cure such failure; or either Borrower makes a general assignment for the benefit of creditors; any proceeding is instituted by or against either Borrower seeking to adjudicate it a bankrupt or insolvent, seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debts, or seeking the entry of an order for relief
(c)
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or the appointment of a receiver, trustee or other similar official for it or for it or for any substantial part of its property, provided that, in any such case, if the same is dismissed or vacated within 60 days of being instituted, then any such default shall be deemed cured; or either Borrower takes any corporate action to authorize any of the actions set forth above. Upon any “Event of Default” as defined herein, the Lender may, at it sole option, declare the entire amount of principal and accrued, unpaid interest on this Revolving Loan Promissory Note immediately due and payable, by written notice to the Borrowers, in which event the Borrowers immediately shall pay to the Lender the entire unpaid principal balance of this Revolving Loan Promissory Note together with accrued, unpaid interest thereon to the date of such payment. No delay or omission of the Lender to exercise any right or power occurring upon any Event of Default hereunder shall impair any such right or power occurring upon any Event of Default hereunder shall impair any such right or power or shall be construed as a waiver of any such Event of Default or an acquiescence therein. To the fullest extent permitted by law, the Lender’s rights and remedies under this Revolving Loan Promissory Note shall be cumulative, and the Lender shall have all other rights and remedies not inconsistent herewith as are in effect in the relevant jurisdictions, by law or in equity. No exercise by the Lender of one right or remedy shall be deemed a continuing waiver, and no delay by the Lender shall constitute a waiver, election or acquiescence by it.
THIS IS A 3-PAGE FORM.