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the late charge shall not limit the Note holder’s right to compel prompt performance of anyobligation or to exercise any other remedy under this Note, the Guaranty or any other SecurityDocument.     7. If a court of competent jurisdiction determines that performance of any obligation inconnection with this Note violates any law regarding the maximum amount which may be paid asinterest, then Maker’s obligations under this Note shall be reduced to the extent necessary tocomply with such law. If Payee receives, as interest, any amount that exceeds the highest rate ofinterest permitted by law, then the amount that would be excessive interest shall be applied toreduce the unpaid principal balance due under this Note, and not to the payment of interest. Ifany excessive interest exceeds the unpaid principal balance of this Note, then such excessiveinterest shall be refunded by Payee to Maker. Maker hereby waives any damages or recovery inexcess of the remedy provided in this Note for reduction of the principal balance of this Noteand/or a refund to the extent interest is determined to be in excess of the maximum rate permittedby law.     8. All amounts payable under this Note are payable in lawful money of the United States.Checks constitute payment only at the time collected in the bank account of Payee. At the optionof Payee, all sums due under this Note shall be paid by federal wire transfer in accordance withwritten instructions delivered to Maker.     9. Maker warrants that the Loan is primarily for commercial, industrial or business purposesand is not primarily for personal, family or household purposes.     10. Maker agrees to pay or reimburse Payee immediately upon demand for all costs incurred inenforcing or collecting on this Note, including all attorneys’ fees.     11. If any lawsuit is commenced which arises out of, or which relates to, this Note or theGuaranty or any other Security Document, the prevailing party shall be entitled to recover from theother party such sums as the court, referee or arbitrator may adjudge to be reasonable attorneys’fees in the action, reference or arbitration, in addition to costs and expenses otherwise allowedby law.     12. This Note is governed by the laws of the State of California.     13. Maker agrees that the holder of this Note may accept additional or substitute security forthis Note, or release any security or any party liable for this Note, or extend or renew this Note,all without notice to Maker and without affecting the liability of Maker.     14. Every person or entity at any time liable for the payment of the indebtedness evidencedhereby waives any notice of default, presentment or demand for payment, protest or notice ofnonpayment or dishonor, or other notices or demands of any kind or character.     15. This Note inures to and binds the heirs, successors and assigns of Maker and Payee. Payeemay negotiate or assign its rights under this Note. However, Maker may not assign any rights underthis Note without Payee’s prior written consent.     16. If Payee delays in exercising or fails to exercise any of its rights under this Note, thatdelay or failure shall not constitute a waiver of any of Payee’s rights, or of any breach of thisNote, or any default or failure of condition under this Note. No waiver by Payee of any of itsrights, or of any breach of this Note, or any default or failure of condition under this Note shallbe effective, unless the waiver is expressly stated in a writing signed by Payee. All of Payee’sremedies in connection with this Note or under applicable law shall be cumulative, and Payee’sexercise of any one or more of those remedies shall not constitute an election of remedies.     17. As used in this Note, the terms “Payee,” “holder” and “holder of this Note” areinterchangeable. As used in this Note, the word “include(s)” means “include(s), withoutlimitation,” and the word “including” means “including, but not limited to.”     18. Every provision of this Note is intended to be severable. In the event any term orprovision hereof is declared by a court of competent jurisdiction to be illegal or invalid for anyreason whatsoever, such illegality or invalidity shall not affect the balance of the terms andprovisions hereof, which terms and provisions shall remain binding and enforceable.     19. Time is strictly of the essence under this Note and any amendment, modification orrevision hereof.     20. If more than one person or entity are signing this Note as Maker, their obligations underthis Note are joint and several.
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     21. Each of the undersigned individuals executing this Note on behalf of any entity herebyrepresents and warrants that (a) such individual has the authority to bind such entity under thisNote; (b) all approvals and consents required to bind such entity have been obtained and no furtherapprovals or consents are required to take such action to bind such entity; and (c) such entity hasthe power to execute and deliver this Note.           “Maker”       ,         (a)n                                    By:                 Name:                 Its:                        By:                 Name:                 Its:             
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