Promissory Note - Orix Credit Alliance Inc. and International Environmental Corp.
PROMISSORY NOTE
$587,180.00 OKLAHOMA CITY OKLAHOMA JUNE 2, 1997
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(Principal) (City) (State)
AFTER DATE, FOR VALUE RECEIVED, THE UNDERSIGNED, JOINTLY AND SEVERALLY, IF
MORE THAN ONE ("maker") PROMISE(S) TO PAY TO THE ORDER OF
ORIX CREDIT ALLIANCE, INC.
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(Name of Seller / Mortgagee / Lessor)
at any office of Orix Credit Alliance, Inc. or such other place as the Holder
hereof may from time to time in writing appoint, the sum of FIVE HUNDRED EIGHTY
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SEVEN THOUSAND ONE HUNDRED EIGHTY AND 00/100 DOLLARS ($587,180.00) ("Principal")
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plus interest from date hereof on the Principal as reduced from time to time at
a rate equal to ten percent (10.0%) per annum. Both Principal and interest
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shall be paid in 48 consecutive monthly installments, as follows:
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47 installment(s), each in the amount of $14,893.00
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then a final installment in an amount equal to the then unpaid Principal and all
accrued and unpaid interest and any and all other charges set forth herein. Said
consecutive monthly installments shall commence on the 6/th/ day of July, 1997,
and continue on the same date of each month thereafter. All monies received when
collected shall be applied first to late charges, and reasonable attorneys' fees
(if applicable), then to accrued interest on any unpaid amount and any balance
of the monies received and collected shall then be applied to reduce the
Principal then outstanding.
In addition, the undersigned agrees to pay interest after maturity of each
installment on the maturity of this Promissory Note or upon acceleration of the
indebtedness evidenced hereby, at a rate of interest equal to 1% per cay, until
this Promissory Note is paid in full. If any installment required hereunder
shall not be paid when due or upon default under any agreement with Holder
hereof to which the undersigned is a party, then all remaining unpaid
installments provided for herein shall at once become due and payable at the
option of the Holder hereof, without notice or demand together with a reasonable
sum as attorney's fees. If any interest rate provided for herein shall be found
to exceed the maximum permitted by applicable law, such rate shall be reduced to
such maximum. THE MAKER AND ANY GUARANTOR OR ENDORSER OF THIS PROMISSORY NOT
HEREBY WAIVE PRESENTMENT FOR PAYMENT, DEMAND, PROTEST, NOTICE OF PROTEST AND
NOTICE OF DISHONOR HEREOF, AND FURTHER HEREBY WAIVE ALL BENEFIT OF VALUATION,
APPRAISEMENT AND EXEMPTION LAWS AND DO HEREBY DESIGNATE AND APPOINT EDWIN M.
BAUM ESQ., AND C-A CREDIT CORP., BOTH OF NEW YORK, OR EITHER OF THEM, AS EACH OF
SAID PARTIES TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT FOR EACH OF SAID PARTIES
AND IN EACH OF SAID PARTIES NAME, PLACE AND STEAD TO ACCEPT SERVICE OF ANY
PROCESS WITHIN THE STATE OF NEW YORK, HOLDER AGREEING TO NOTIFY EACH OF SAID
PARTIES, AT THE LAST ADDRESS KNOWN TO HOLDER FOR EACH, BY CERTIFIED MAIL, WITHIN
THREE DAYS OF SUCH SERVICE HAVING BEEN
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EFFECTED. EACH OF SAID PARTIES AGREE TO THE EXCLUSIVE VENUE AND JURISDICTION OF
ANY COURT IN THE STATE AND COUNTY OF NEW YORK REGARDING ANY MATTER ARISING
HEREUNDER WITH THE SOLE EXCEPTIONS THAT AN ACTION TO RECOVER POSSESSION OF ANY
ASSETS OF THE MAKER OR ANY GUARANTOR OR ENDORSER, HOWEVER DENOMINATED, MAY, IN
THE SOLE DISCRETION OF HOLDER, BE BROUGHT IN A STATE OR FEDERAL COURT HAVING
JURISDICTION OVER SUCH ASSETS, AND THAT JUDGMENTS MAY BE CONFESSED, ENTERED, OR
ENFORCED IN ANY JURISDICTION WHERE THE MAKER OR ANY GUARANTOR OR ENDORSER OR
SUCH ASSETS MAY BE LOCATED. THE MAKER AND ANY GUARANTOR OR ENDORSER FURTHER
WAIVE ANY RIGHT THEY, OR ANY OF THEM, MAY HAVE TO TRANSFER OR CHANGE THE VENUE
OF ANY LITIGATION BROUGHT IN ACCORDANCE HEREWITH. The Maker and any Guarantor or
Endorser further agree that the validity, enforceability and effectiveness of
each provision hereof and the obligations, rights and remedies of each of them
in any way relating to or arising under this Promissory Note shall be governed
and construed in accordance with the laws of the State of New York (excluding
its choice of law rules). The Holder may extend the time of payment of this
Promissory Note, postpone the enforcement hereof, grant any other indulgence and
add or release any party primarily or secondarily liable hereon without
affecting or diminishing the Holder's right of recourse against the Maker or any
Guarantor or Endorser of this Promissory Note, which right is hereby expressly
reserved. At any time or from time to time, the maker has the right to prepay
all or any part of its indebtedness due hereunder. Such prepayment shall include
the principal amount of this Promissory Note so prepaid plus interest accrued
thereon to the date of payment.
Co-Maker ________________________ INTERNATIONAL ENVIRONMENTAL
CORPORATION (SEAL)
/s/ By /s/
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(Witness for Maker and Co-Maker) (Authorized Signature)
PN(95).PKD-FXD VER 4.07
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ENDORSEMENT
Pay to the Order of
ORIX CREDIT ALLIANCE, INC.
The undersigned do each (jointly and severally) unconditionally guarantee
the prompt payment of the within note at maturity or any time thereafter, or on
default prior thereto, hereby waiving presentment for payment, demand, protest,
notice of protest, notice of dishonor and notice of every kind or nature, and
accepting all its provisions and authorizing the Holder, without notice to us or
either or all of us, to substitute debtors, and/or grant one or more extensions
in whole or in part, and/or to receive security or additional security for the
payment hereof and/or to surrender, release or substitute any such security. THE
UNDERSIGNED DO HEREBY DESIGNATE AND APPOINT EDWIN M. BAUM ESQ., AND C-A CREDIT
CORP., BOTH OF NEW YORK, OR EITHER OF THEM, AS EACH OF SAID PARTIES TRUE AND
LAWFUL ATTORNEY-IN-FACT AND AGENT FOR EACH OF SAID PARTIES AND IN EACH OF SAID
PARTIES NAME, PLACE AND STEAD TO ACCEPT SERVICE OF ANY PROCESS WITHIN THE STATE
OF NEW YORK, HOLDER AGREEING TO NOTIFY EACH OF SAID PARTIES, AT THE LAST ADDRESS
KNOWN TO HOLDER FOR EACH OF SAID PARTIES, BY CERTIFIED MAIL, WITHIN THREE DAYS
OF SUCH SERVICE HAVING BEEN EFFECTED. EACH OF THE PARTIES HEREIN AGREE TO THE
EXCLUSIVE VENUE AND JURISDICTION OF ANY COURT IN THE STATE AND COUNTY OF NEW
YORK REGARDING ANY MATTER ARISING HEREUNDER AND FURTHER AGREE THAT THE VALIDITY,
ENFORCEABILITY AND EFFECTIVENESS OF EACH PROVISION HEREOF AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE UNDERSIGNED IN ANY WAY RELATING TO OR ARISING UNDER
THIS NOTE OR THE ENDORSEMENT HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING ITS CHOICE OF LAW
RULES) AND FURTHER WAIVE ANY RIGHT THEY, OR ANY OF THEM, MAY HAVE TO TRANSFER OR
CHANGE THE VENUE OF ANY LITIGATION BROUGHT IN ACCORDANCE HEREWITH.
If any installment of this note, or the interest, is not paid when due,
then the amount remaining unpaid hereon shall, without notice or demand, become
immediately due and payable, at the option of the Holder, and may be recovered
in any suit brought by the Holder of this note against any one or more or all of
us, at the option of said Holder, whether such suit has been commenced against
the Maker or not, and in any such suit the Maker may be joined with one or more
or all of us, at the option of the Holder.
The Holder of this note shall not be required to look to any security given
or held for the payment of this note, but may proceed against us, or either or
all of us, immediately upon a default in payment, or otherwise. Any execution
may be immediately levied upon any real or personal property of the undersigned,
all right of the undersigned to have personal property last taken and sold under
such execution being hereby expressly waived.
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_________________________________
(Endorser)
_________________________________
(Endorser)
_________________________________
(Endorser)
_________________________________
(Endorser)
_________________________________
(Seller/Mortgagee/Lessor)
By _____________________________
(Title)
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