PARTICIPATE AT ITS EXPENSE IN THE DEFENSE OF ANY SUCH ACTION OR CLAIM.
13.
MISCELLANEOUS.
ALL NOTICES, DEMANDS, REQUESTS, CONSENTS, APPROVALS
AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER ("NOTICES") MUST BE IN
WRITING (EXCEPT AS MAY BE AGREED OTHERWISE ABOVE WITH RESPECT TO BORROWING
REQUESTS) AND WILL BE EFFECTIVE UPON RECEIPT IF A REGULAR BUSINESS DAY.
NOTICES
MAY BE GIVEN IN ANY MANNER TO WHICH THE PARTIES MAY SEPARATELY AGREE, INCLUDING
ELECTRONIC MAIL.
WITHOUT LIMITING THE FOREGOING, FIRST-CLASS MAIL, CONFIRMED
FACSIMILE TRANSMISSION AND COMMERCIAL COURIER SERVICE ARE HEREBY AGREED TO AS
ACCEPTABLE METHODS FOR GIVING NOTICES.
REGARDLESS OF THE MANNER IN WHICH
PROVIDED, NOTICES MAY BE SENT TO A PARTY'S ADDRESS AS SET FORTH ABOVE OR TO SUCH
OTHER ADDRESS AS ANY PARTY MAY GIVE TO THE OTHER FOR SUCH PURPOSE IN ACCORDANCE
WITH THIS PARAGRAPH.
NO DELAY OR OMISSION ON THE BANK'S PART TO EXERCISE ANY
RIGHT OR POWER ARISING HEREUNDER WILL IMPAIR ANY SUCH RIGHT OR POWER OR BE
CONSIDERED A WAIVER OF ANY SUCH RIGHT OR POWER, NOR WILL THE BANK'S ACTION OR
INACTION IMPAIR ANY SUCH RIGHT OR POWER.
THE BANK'S RIGHTS AND REMEDIES
HEREUNDER ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY OTHER RIGHTS OR REMEDIES WHICH
THE BANK MAY HAVE UNDER OTHER AGREEMENTS, AT LAW OR IN EQUITY.
NO MODIFICATION,
AMENDMENT OR WAIVER OF, OR CONSENT TO ANY DEPARTURE BY THE BORROWER FROM, ANY
PROVISION OF THIS NOTE WILL BE EFFECTIVE UNLESS MADE IN A WRITING SIGNED BY THE
BANK, AND THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN.
THE BORROWER AGREES TO PAY ON
DEMAND, TO THE EXTENT PERMITTED BY LAW, ALL REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES INCURRED BY THE BANK IN THE ENFORCEMENT OF ITS RIGHTS IN THIS NOTE AND
IN ANY SECURITY THEREFOR, INCLUDING WITHOUT LIMITATION FEES AND EXPENSES OF THE
BANK'S COUNSEL.
IF ANY PROVISION OF THIS NOTE IS FOUND TO BE INVALID, ILLEGAL
OR UNENFORCEABLE IN ANY RESPECT BY A COURT, ALL THE OTHER PROVISIONS OF THIS
NOTE WILL REMAIN IN FULL FORCE AND EFFECT.
THE BORROWER AND ALL OTHER MAKERS
AND INDORSERS OF THIS NOTE HEREBY FOREVER WAIVE PRESENTMENT, PROTEST, NOTICE OF
DISHONOR AND NOTICE OF NON-PAYMENT.
THE BORROWER ALSO WAIVES ALL DEFENSES BASED
ON SURETYSHIP OR IMPAIRMENT OF COLLATERAL.
IF THIS NOTE IS EXECUTED BY MORE
THAN ONE BORROWER, THE OBLIGATIONS OF SUCH PERSONS OR ENTITIES HEREUNDER WILL BE
JOINT AND SEVERAL.
THIS NOTE SHALL BIND THE BORROWER AND ITS HEIRS, EXECUTORS,
ADMINISTRATORS, SUCCESSORS AND ASSIGNS, AND THE BENEFITS HEREOF SHALL INURE TO
THE BENEFIT OF THE BANK AND ITS SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT
THE BORROWER MAY NOT ASSIGN THIS NOTE IN WHOLE OR IN PART WITHOUT THE BANK'S
WRITTEN CONSENT AND THE BANK AT ANY TIME MAY ASSIGN THIS NOTE IN WHOLE OR IN
PART TO ANY ASSIGNEE PERMITTED UNDER THE LOAN AGREEMENT.
This Note has been delivered to and accepted by the Bank and will be deemed to
be made in the