DEFAULT.
THE
BORROWER AGREES THAT THE LATE CHARGE AND DEFAULT RATE ARE REASONABLE FORECASTS
OF JUST COMPENSATION FOR ANTICIPATED AND ACTUAL HARM INCURRED BY THE BANK, AND
THAT THE ACTUAL HARM INCURRED BY THE BANK CANNOT BE ESTIMATED WITH CERTAINTY AND
WITHOUT DIFFICULTY.
7.
PREPAYMENT.
THE BORROWER SHALL HAVE THE RIGHT TO PREPAY ANY
ADVANCE HEREUNDER AT ANY TIME AND FROM TIME TO TIME, IN WHOLE OR IN PART;
SUBJECT, HOWEVER, TO PAYMENT OF ANY BREAK FUNDING INDEMNIFICATION AMOUNTS OWING
PURSUANT TO PARAGRAPH 8 BELOW.
8.
YIELD PROTECTION; BREAK FUNDING INDEMNIFICATION.
WITHOUT
DUPLICATING THE BORROWER'S OBLIGATIONS UNDER THE LOAN AGREEMENT, WITHIN TEN
(10) DAYS FOLLOWING RECEIPT BY THE BORROWER OF WRITTEN DEMAND FROM THE BANK,
TOGETHER WITH COMPUTATIONS (IN REASONABLE DETAIL) THEREFOR, THE BORROWER SHALL
PAY TO THE BANK AN AMOUNT SUFFICIENT TO FAIRLY COMPENSATE THE BANK FOR ANY
UNFORESEEN INCREASE IN ITS COSTS TO PROVIDE THE LOAN OR DECREASE IN ITS RETURN
ON THE LOAN, WHICH INCREASE OR DECREASE, AS THE CASE MAY BE, IS DIRECTLY
ATTRIBUTABLE TO, SUBSEQUENT TO THE DATE HEREOF, A CHANGE IN LAW OR REGULATION,
OR THE OFFICIAL INTERPRETATION AND ENFORCEMENT THEREOF, IMPOSING ANY RESERVE,
DEPOSIT, ALLOCATION OF CAPITAL, OR SIMILAR REQUIREMENT (INCLUDING WITHOUT
LIMITATION, ANY SUCH SUBSEQUENT CHANGE TO REGULATION D OF THE BOARD OF GOVERNORS
OF THE FEDERAL RESERVE SYSTEM) ON THE BANK, ITS HOLDING COMPANY OR ANY OF THEIR
RESPECTIVE ASSETS.
IN ADDITION, THE BORROWER AGREES TO INDEMNIFY THE BANK
AGAINST ANY LIABILITIES, LOSSES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, LOSS
OF MARGIN, ANY LOSS OR EXPENSE SUSTAINED OR INCURRED IN LIQUIDATING OR EMPLOYING
DEPOSITS FROM THIRD PARTIES, AND ANY LOSS OR EXPENSE INCURRED IN CONNECTION WITH
FUNDS ACQUIRED TO EFFECT, FUND OR MAINTAIN ANY ADVANCE (OR ANY PART THEREOF)
BEARING INTEREST UNDER THE LIBOR OPTION WHICH THE BANK SUSTAINS OR INCURS AS A
CONSEQUENCE OF EITHER (I) THE BORROWER'S FAILURE TO MAKE A PAYMENT ON THE DUE
DATE THEREOF, (II) THE BORROWER'S REVOCATION (EXPRESSLY, BY LATER INCONSISTENT
NOTICES OR OTHERWISE) IN WHOLE OR IN PART OF ANY NOTICE GIVEN TO BANK TO
REQUEST, CONVERT, RENEW OR PREPAY ANY ADVANCE BEARING INTEREST UNDER THE LIBOR
OPTION, OR (III) THE BORROWER'S PAYMENT OR PREPAYMENT (WHETHER VOLUNTARY, AFTER
ACCELERATION OF THE MATURITY OF THIS NOTE OR OTHERWISE) OR CONVERSION OF ANY
ADVANCE BEARING INTEREST UNDER THE LIBOR OPTION ON A DAY OTHER THAN THE LAST DAY
OF THE APPLICABLE LIBOR INTEREST PERIOD.
A NOTICE AS TO ANY AMOUNTS PAYABLE
PURSUANT TO THIS PARAGRAPH GIVEN TO THE BORROWER BY THE BANK SHALL, IN THE
ABSENCE OF MANIFEST ERROR, BE CONCLUSIVE AND SHALL BE PAYABLE UPON DEMAND. THE
BORROWER'S INDEMNIFICATION OBLIGATIONS HEREUNDER SHALL SURVIVE THE PAYMENT IN
FULL OF THE ADVANCES AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
9.
OTHER LOAN DOCUMENTS.
THIS NOTE IS ISSUED IN CONNECTION WITH A
LOAN AGREEMENT DATED AS OF OCTOBER 1, 2008 BETWEEN THE BORROWER AND THE BANK
(THE "LOAN AGREEMENT"), THE SECURITY AGREEMENT DATED AS OF OCTOBER 1, 2008 MADE
BY BORROWER IN FAVOR OF BANK, AND THE OTHER AGREEMENTS AND