5. **Loan Purpose**. The Borrower warrants and represents that the loan evidenced by this Note isbeing made solely for the purpose of acquiring or carrying on a business, professional orcommercial activity or acquiring real or personal property as an investment (other than a personalinvestment) or for carrying on an investment activity (other than a personal investment activity).     6. **Representations and Warranties**. This Note has been duly executed and delivered byBorrower, constitutes Borrower’s valid and legally binding obligations and is enforceable inaccordance with its terms against Borrower. The execution, delivery and performance of this Noteand the consummation of the transaction contemplated will not, with or without the giving of noticeor the lapse of time, (a) violate any material law applicable to Borrower, (b) violate anyjudgment, writ, injunction or order of any court or governmental body or officer applicable toBorrower, (c) violate or result in the breach of any material agreement to which Borrower is aparty, nor (d) violate Borrower’s charter or bylaws as applicable. No consent, approval, license,permit or other authorization of any third party or any governmental body or officer is requiredfor the valid and lawful execution and delivery of this Note.     7. **Default, Acceleration and Setoff**. An “event of default” shall occur hereunder upon theoccurrence of any one or more of the following events or conditions:     (a) the failure by the Borrower to pay when due, whether by acceleration or otherwise or atthe Maturity Date, any amount owed under this Note;     (b) the failure of the Borrower to perform any covenant, promise or obligation contained inthis Note, in the mortgage securing this Note or any other agreement to which the Borrower and theLender are parties;     (c) the breach of any of the Borrower’s representations or warranties contained in this Note;     (d) the declaration of incompetency, dissolution, liquidation, merger, consolidation,termination or suspension of usual business of the Borrower;     (e) the insolvency or inability of the Borrower to pay debts as they mature; the Borrower’sapplication for the appointment of a receiver or the filing of a petition or the commencement of aproceeding by or against the Borrower under any provision of any applicable Bankruptcy Code orother insolvency law or statute, or any assignment for the benefit of creditors by or against anyObligor;     (f) the sale or transfer by the Borrower of all or substantially all of the Borrower’s assetsother than in the ordinary course of business;     The Lender shall not be obligated to fund this Note or make any advance or further advanceunder this Note if an event of default exists or would exist if such funding occurred or suchadvance made. Upon the occurrence of an event of default, the Lender shall, at its option, havethe remedies provided herein and by any other agreement between the Lender and the Borrower orunder applicable law, including without limitation, declaring the entire outstanding principalbalance, together with all interest thereon and any other amounts due under this Note, to be dueand payable immediately without presentment, demand, protest, or notice of any kind, except noticerequired by law.
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     Upon the occurrence of an event of default under section (f) above, the entire outstandingprincipal balance, together with all interest thereon and any other amounts due under this Note,shall automatically become due and payable without presentment, demand, protest, or notice of anykind except notice required by law, and the Lender’s obligation to make advances under this Noteshall automatically terminate without notice or further action by the Lender.     8. **Other Costs**. The Borrower agrees to pay the following: (a) all expenses, including,without limitation, any and all costs incurred by the Lender related to default, all court costsand out-of-pocket collection expenses and reasonable attorneys’ fees, whether suit be brought ornot, incurred in collecting this Note; (b) all costs incurred in evaluating, preserving ordisposing of the Collateral granted as security for the payment of this Note, including the cost ofappraisals, appraisal updates, reappraisals or environmental inspections which the Lender fromtime to time in its sole discretion may deem necessary; (c) any premiums for property insurancepurchased on behalf of the Borrower with respect to the Collateral; (d) any expenses or costsincurred in defending any claim arising out of the execution of this Note or the obligation whichit evidences; and (e) any other charges permitted by applicable law. The Borrower agrees to paysuch amounts on demand or, at the Lender’s option, such amounts may be added to the unpaid balanceof the Note and shall accrue interest at the stated Rate.     9. **Waivers**. The Borrower waives presentment, demand, protest, notice of protest and notice ofdishonor and waive all exemptions, whether homestead or otherwise, as to the obligations evidencedby this Note, and waives any discharge or defenses based on suretyship or impairment of Collateralor of recourse. The Borrower waives any rights to require the Lender to proceed against any otherperson before proceeding against the Borrower.     10. **Judgment by Confession**. THE BORROWER HEREBY DULY CONSTITUTES ANDAPPOINTS                                                       and                                                         AS THE TRUE AND LAWFUL ATTORNEY-IN-FACT FOR THEBORROWER IN ANY PLACE AND STEAD, AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, TO CONFESSJUDGMENT AGAINST THE BORROWER IN THE CIRCUIT COURT FOR FAIRFAX COUNTY, VIRGINIA, UPON THIS NOTE ANDALL AMOUNTS OWED HEREUNDER, HEREBY RATIFYING AND CONFIRMING THE ACTS OF SAID ATTORNEY-IN-FACT AS IFDONE BY THE BORROWER, EXPRESSLY WAIVING BENEFIT OF ANY HOMESTEAD OR OTHER EXEMPTION LAWS.     11. **Waiver of Jury Trial**. THE BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY,INTENTIONALLY, AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHTEITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT ORTORT, AT LAW OR IN EQUITY, BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTEAND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS NOTE, ORANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANYPARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO OR ACCEPT TOTHIS NOTE. FURTHER, THE BORROWER HEREBY CERTIFIES THAT NEITHER THE LENDER OR ANY REPRESENTATIVE ORAGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT, IN THEEVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
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     12. **Hold Harmless**. Borrower hereby indemnifies and agrees to hold the Lender and his agentsharmless from and against all claims, damages, liabilities (including reasonable attorneys’ feesand legal expenses), causes of action, actions, suits and other legal proceedings (collectively,“Claims”) in any matter relating to or arising out of this Note or any loan document executed inconnection with this Note, or any act, event or transaction related thereto or to the Collateral.Borrower shall immediately provide the Lender with written notice of any such Claim. Upon requestof the Lender, the Borrower shall defend the Lender from such Claims, and pay the attorneys’ fees,legal expenses and other costs incurred in connection therewith, or in the alternative, the Lendershall be entitled to employ its own legal counsel to defend such Claims at Borrower’s sole expense.     13. **Miscellaneous**. All amounts received by the Lender shall be applied to expenses, late feesand interest before principal or in any other order as determined by the Lender, in it solediscretion, as permitted by law. Any provision of this Note which is prohibited or unenforceableshall be ineffective to the extent of such prohibition or unenforceability without invalidating theremaining provisions of this Note. No amendment, modification, termination or waiver of anyprovision of this Note, nor consent to any departure by the Borrower from any term of this Note,shall in any event be effective unless it is in writing and signed by the Lender, and then suchwaiver or consent shall be effective only in the specific instance and for the specific purpose forwhich given. No failure or delay on the part of the Lender to exercise any right, power orremedy under this Note shall be construed as a waiver of the right to exercise the same or anyother right at any time. The captions of the paragraphs of this Note are for convenience only andshall not be deeded to constitute a part hereof or used in construing the intent of the parties.All representations, warranties, covenants and agreements contained herein or made in writing bythe Borrower in connection herewith shall survive the execution and delivery of this Note and anyother agreement, document or writing relating to or arising out of any of the foregoing. Allnotices or communications given to the Borrower or the Lender pursuant to the terms of this Noteshall be in writing and may be given to the respective address of the Borrower or the Lender at theaddress as stated above unless notification of a different address is given in writing. Unlessotherwise specifically provided herein to the contrary, such written notices and communicationsshall be delivered by hand or overnight courier service, or mailed by first class mail, postageprepaid, addressed to the Borrower or the Lender at the address referred to herein. Any writtennotice delivered by hand or by overnight courier service shall be deemed given or received uponreceipt. Any written notice delivered by U.S. Mail shall be deemed given or received on the third(3rd) business day after being deposited in the U.S. Mail. Notwithstanding any provision of thisNote or any loan document executed in connection with this Note to the contrary, the Borrower andthe Lender intend that no provision of this Note or any loan document executed in connection withthis Note be interpreted, construed, applied, or enforced in a way that will permit or require thepayment or collection of interest in excess of the highest rate of interest permitted to be paid orcollected by the laws of the jurisdiction indicated below, or federal law if federal law preemptsthe law of such jurisdiction with respect to this transaction (the “Maximum Permitted Rate”). If,however, any such provision is so interpreted, construed, applied, or enforced, Borrower and theLender intend (a) that such provision automatically shall be deemed revised so as to requirepayment only of interest at the Maximum Permitted Rate; and (b) if interest payments in excess ofthe Maximum Permitted Rate have been received, that the amount of such excess shall be deemedcredited retroactively in reduction of the then-outstanding principal amount of this obligation,together with interest at the Maximum Permitted Rate. In connection with all calculations todetermine the Maximum Permitted Rate, the Borrower and the Lender intend (a) that all charges beexcluded to the extent they are properly excludable under the usury laws ofVirginia, as they from time to time are determined to apply to this obligation; and (b) that allcharges that may be spread in the manner provided by statute of the jurisdiction indicated or anysimilar law, be so spread.
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     14. **Controlling L**a**w**. This Note shall be governed by and construed and enforced under the lawsof the Commonwealth of Virginia without giving effect to the principles of conflicts of lawsthereof; provided, however, that foreclosure of the lien of the mortgage shall be governed by thelaws of the State of Florida. Unless applicable law provides otherwise, in the event of any legalproceeding arising out of or related to this Note, the Borrower consents to the jurisdiction andvenue of any court located in the Commonwealth of Virginia.     WITNESS the following signatures and seals.       **BORROWER**: