How will the Note related to the Bumble Roofing franchise agreement be interpreted?

In the event a default exists after the 10-day notice period as provided above in paragraph 6, [ENTITY NOTEHOLDER] may in addition elect to terminate and cancel the Franchise Agreement(s) between [ENTITY NOTEHOLDER] and maker described in paragraph 8 below in accordance with the provisions of that agreement(s).

• 1. This Note constitutes part performance of a certain written Franchise Agreement(s) between maker and [ENTITY NOTEHOLDER] dated [DATE OF FRANCHISE AGREEMENT(S)] and as such, will be read and interpreted in a manner consistent with the terms of said agreement. Default under the terms of this Note will be sufficient grounds for termination or cancellation of the Franchise Agreement(s) in accordance with the terms of the Franchise Agreement(s).
• 1. The makers and endorsers of this Note waive and excuse presentment for acceptance and payment, notice of dishonor, and protest of dishonor, and agree to any extension of time of payment and partial payments before, at or after maturity.
• 1. In the event of any sale, transfer assignment, encumbrance or other conveyance of the rights, duties or obligations of maker under the terms of the Franchise Agreement(s) between maker and [ENTITY NOTEHOLDER], the entire unpaid principal and interest balances of this Note as of the date of such sale, transfer, assignment, encumbrance or other conveyance will immediately become due and payable in full without any further notice or demand.
• 1. Maker may prepay this Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon the date of payment
• 1. All notices and other communications relating to this Note shall be in writing and shall be deemed given upon the first to occur of (x) deposit with the United States Postal Service or overnight courier service, properly addressed and postage prepaid; (y) transmittal by electronic communication (including email, internet or intranet websites, or facsimile properly addressed (with written acknowledgment from the intended recipient such as "return receipt requested" function, return e-mail, or other written acknowledgment); or (z) actual receipt by an employee or agent of the other party. Notices hereunder shall be sent to the following addresses, or to such other address as such party shall specify in writing:

(a) If to the Holder:

Address: 2426 Old Brick Road, Glen Allen, Virginia 23060

Attention: Controller

With a copy to: General Counsel

(b) If to the Maker:

Address: [FRANCHISEE ADDRESS]

Attention: [PERSON(S) TO RECEIVE NOTICE ON BEHALF OF

FRANCHISE ENTITY]

• 1. This Note and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based on, arising out of, or relating to this Note and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.
• 1. Disputes.
  • (a) Submission to Jurisdiction.

• (i) The maker irrevocably and unconditionally (A) agrees that any action, suit, or proceeding arising from or relating to this Note may be brought in the courts of the Commonwealth of Virginia nearest to Henrico County and (B) submits to the exclusive jurisdiction of such courts in any such action, suit, or proceeding. Final judgment against the maker in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

• (ii) Nothing in this Section 14(a) shall affect the right of the holder to bring any action, suit, or proceeding relating to this Note against the maker or its properties in the courts of any other jurisdiction.

• (iii) Nothing in this Section 14(a) shall affect the right of the holder to serve process upon the maker in any manner authorized by the laws of any such jurisdiction.

• (b) Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to the laying of venue in any action, suit, or proceeding relating to this Note in any court referred to in Section 14(a), and (ii) the defense of inconvenient forum to the maintenance of such action, suit, or proceeding in any such court.

• (c) Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

• 1. This Note constitutes the entire contract between the maker and the holder with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect thereto.
• 1. No term of this Note may be waived, modified, or amended, except by an instrument in writing signed by the maker and the holder. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.
• 1. No failure by the holder to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. The rights, remedies, and powers herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided by law.
• 1. If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.
• 1. This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic ("pdf" or "tif" or any other electronic means that reproduces an image of the actual executed signature page) format shall be as effective as delivery of a manually executed counterpart of this Note.

Source: Item 23 — RECEIPT (FDD pages 53–188)