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<br />option (i) by written notice to Borrower, declare the entire unpaid principal balance of <br />this Note, together with all accrued interest thereon, immediately due and payable <br />regardless of any prior forbearance, (ii) exercise any and all rights and remedies <br />available to it under applicable law, and (iii) exercise any and all rights and remedies <br />available to Agency pursuant to the Loan Agreement or the Assignment Agreement. <br />Borrower shall pay all reasonable costs and expenses incurred by or on behalf of <br />Agency including, without limitation, reasonable attorneys' fees, incurred in connection <br />with Agency's enforcement of this Note and the exercise of any or all of its rights and <br />remedies hereunder. <br /> <br />3.3. DEFAULT RATE. During any time that Borrower is in default under this <br />Note, interest shall accrue on the outstanding principal balance at the rate of ten <br />percent (10%) per annum (the "Default Rate"). When Borrower is no longer in default, <br />the Default Rate shall no longer apply. Notwithstanding the foregoing provisions, if the <br />interest rate charged exceeds the maximum legal rate of interest, the rate shall be the <br />maximum rate permitted by law. The imposition or acceptance of the Default Rate shall <br />in no event constitute a waiver of a default under this Note or prevent Agency from <br />exercising any of its other rights or remedies. <br /> <br />4. MISCELLANEOUS <br /> <br />4.1. WAIVER. The rights and remedies of Agency under this Note shall be <br />cumulative and not alternative. No waiver by Agency of any right or remedy under this <br />Note shall be effective unless in a writing signed by Agency. Neither the failure nor any <br />delay in exercising any right, power or privilege under this Note will operate as a waiver <br />of such right, power or privilege, and no single or partial exercise of any such right, <br />power or privilege by Agency will preclude any other or further exercise of such right, <br />power or privilege or the exercise of any other right, power or privilege. No notice to or <br />demand on Borrower will be deemed to be a waiver of any obligation of Borrower or of <br />the right of Agency to take further action without notice or demand as provided in this <br />Note. Borrower hereby waives presentment, demand, protest, notices of dishonor and <br />of protest and all defenses and pleas on the grounds of any extension or extensions of <br />the time of payment or of any due date under this Note, in whole or in part, whether <br />before or after maturity and with or without notice. There shall be no amendment to or <br />modification of this Note except by written instrument executed by Borrower and <br />Agency. <br /> <br />4.2. NOTICES. Any notice required or permitted to be given hereunder shall <br />be given in accordance with Section 5.3 of the Loan Agreement. <br /> <br />4.3. SEVERABILITY. If any provision in this Note is held invalid or <br />unenforceable by any court of competent jurisdiction, the other provisions of this Note <br />will remain in full force and effect. Any provision of this Note held invalid or <br />unenforceable only in part or degree will remain in full force and effect to the extent not <br />held invalid or unenforceable. <br /> <br />3.4 GOVERNING LAW; VENUE. This Note shall be construed and enforced <br />809163-1 16 <br />