CONNECTION WITH THE DELIVERY,
ACCEPTANCE, PERFORMANCE, DEFAULT OR ENFORCEMENT OF THIS NOTE, EXCEPT ANY NOTICE
REQUIREMENTS SET FORTH IN THE CREDIT AGREEMENT.
THE BORROWER ALSO WAIVES ALL SETOFFS AND COUNTERCLAIMS AND ALL NOTICES OF THE
EXISTENCE, CREATION OR INCURRING OF NEW OR ADDITIONAL INDEBTEDNESS, ARISING
EITHER FROM ADDITIONAL LOANS EXTENDED TO THE BORROWER OR OTHERWISE, AND EXCEPT
FOR NOTICES EXPRESSLY REQUIRED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT,
FURTHER WAIVES ALL NOTICES THAT THE PRINCIPAL AMOUNT, OR ANY PORTION THEREOF, OR
ANY INTEREST ON ANY AGREEMENT, INSTRUMENT OR DOCUMENT EVIDENCING OR SECURING ALL
OR ANY PART OF THE OBLIGATIONS IS DUE, NOTICES OF ANY AND ALL PROCEEDINGS TO
COLLECT FROM ANY BORROWER, ANY ENDORSER OR ANY GUARANTOR OF ALL OR ANY PART OF
THE OBLIGATIONS, OR FROM ANY OTHER PERSON, AND TO EXTENT PERMITTED BY LAW,
NOTICES OF EXCHANGE, SALE, SURRENDER OR OTHER HANDLING OF ANY COLLATERAL GIVEN
TO THE LENDER TO SECURE PAYMENT OF THE OBLIGATIONS, EXCEPT AS EXPRESSLY REQUIRED
UNDER ANY CREDIT DOCUMENT.
THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR THIS NOTE OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
OR ACTIONS OF ANY OF THE LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
LENDER'S ENTERING INTO THE CREDIT AGREEMENT.
THIS NOTE SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
COMMONWEALTH OF PENNSYLVANIA, WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF
LAW PRINCIPLES THEREOF.
This Note shall be binding upon the Borrower and its successors and permitted
assigns and shall inure to the benefit of the Lender and its successors and
assigns.
IN WITNESS WHEREOF, the undersigned has executed this Revolving Credit Note
under seal as of the day and year first written above.
NATIONAL PENN BANCSHARES, INC.
_____________________________