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Borrower and all endorsers and guarantors of this Note hereby waive presentment,
<br />demand, notice, protest, stay of execution, and all other defenses to payment generally, assent to
<br />the terms hereof, and agree that any renewal, extension, or postponement of the time for payment
<br />or any other indulgence or any substitution, exchange, or release of collateral or the additional
<br />release of any person or entity primarily or secondarily liable, may be affected without notice to
<br />and without releasing Borrower, any endorser or any guarantor from any liability hereunder or
<br />under any related guaranty.
<br />Neither this Note, the Loan Agreement nor any other loan document shall require the
<br />payment or permit the collection of interest or any late payment charge in excess of the
<br />maximum rate permitted by law. If herein or in the Loan Agreement or any other Loan
<br />Document any excess of interest or late payment charge in such respect is provided for or shall
<br />be adjudicated to be so provided for, neither the Borrower, nor its successors or assigns shall be
<br />obligated to pay such interest or late payment charge in excess of the maximum amount
<br />permitted by law, and the right to demand the payment of any such excess shall be and hereby is
<br />waived, and this provision shall control any other provision of this note or the Loan Agreement
<br />or any other Loan Documents.
<br />This Note, the Loan Agreement and the other loan documents are not subject to any valid
<br />right of rescission, set-off, abatement, diminution, counterclaim or defense as against Lender,
<br />including the defense of usury, and, the operation of any of the terms of the loan, or the exercise
<br />of any right thereunder, will not render the Loan unenforceable, in whole or in part, or subject to
<br />any right of rescission, set-off, abatement, diminution, counterclaim or defense, including the
<br />defense of usury, and Lender has not taken any action which would give rise to the assertion of
<br />any of the foregoing and no such right of rescission, set-off, abatement, diminution, counterclaim
<br />or defense, including the defense of usury, has been asserted with respect thereto.
<br />This Note is subject to the following additional terms and conditions:
<br />1. Events of Default. The occurrence or existence of any one or more of the
<br />following shall constitute an "event of default" hereunder.
<br />a. Monetary. Borrower's failure to pay within five (5) calendar days after the
<br />due date thereof any principal, interest, or other payment required under the
<br />terms of this Note or the Loan Agreement; or Borrower shall fail to pay,
<br />when due (but subject to any applicable grace period) any other
<br />Indebtedness of Borrower to Lender or any third parties.
<br />b. Performance of Obliations. (i) Borrower's failure to perform or observe
<br />any term, covenant, condition or obligation contained in the Loan
<br />Agreement or in the other Loan Documents within ten (10) Business Days
<br />after receipt of written notice from Lender or such longer cure period as
<br />may be provided in the Loan Documents; provided, however, if such
<br />default cannot be cured within such period, Borrower shall have such
<br />longer period of time to cure such default provided, in Lender's sole
<br />reasonable discretion, Borrower is proceeding with due diligence, but in no
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