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<br />fulfillment of any provision of this Note or other document, at the time performance of such <br />provision shall be due, shall involve exceeding the maximum amount permissible by law, then, <br />ipso facto, the obligation to be fulfilled shall be reduced to the limit validly allowed by law. If <br />Payee shall ever receive, as interest or otherwise, an amount. which would exceed the highest <br />lawful rate of interest, such amount which would be excessive interest shall be applied to the <br />reduction of the principal amount owing under this Note or on account of any other principal <br />indebtedness of Maker to Payee and not to the payment of interest or, if such excessive interest <br />exceeds the unpaid balance of principal of this Note and such other indebtedness, such excess <br />shall be refunded to Maker. The terms and provisions of this paragraph shall control and <br />supersede every other provision of all agreements between Maker and Payee. <br /> <br />This Note shall be prepayable, in whole or in part, at any time and from time to time <br />without premium or penalty at the sole option of the Maker, with the amount of the prepayment <br />being credited first in respect of accrued but unpaid interest and second in respect of principal. <br /> <br />No invalid provisions of this Note shall affect or impair any other provision. Maker and <br />each endorser, surety and guarantor acknowledge receipt of a completed copy of this Note. <br /> <br />MAKER AND PAYEE, EACH AFTER CONSULTATION WITH FLORIDA <br />COUNSEL, KNOWINGLY, VOLUNT ARIL Y AND INTENTIONALL Y WAIVE ANY <br />RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION <br />ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE, OR THE <br />TRANSACTIONS OR OBLIGATIONS UNDER WHICH THIS NOTE WAS DELIVERED, <br />OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER <br />ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING TO TI-IIS NOTE. <br />MAKER AND PAYEE EACH ACKNOWLEDGE THAT THE PROVISIONS OF TI-fIS <br />PARAGRAPH ARE A MATERIAL INDUCEMENT TO PAYEE'S ACCEPTANCE OF THIS <br />NOTE AND MAKER AGREEING TO TERMS OF THIS NOTE. <br /> <br />No amendment, modification, waiver or discharge of this Note, or any provision of this <br />Note, shall be valid or effective unless in writing and signed by Payee and Maker. <br /> <br />This Note shall be construed in accordance with the internal laws of the State of Florida, <br />exclusive of its choice of law principles, and any suit, action or proceeding arising out of or <br />relating to this Note must be commenced and maintained in a court of competent subject matter <br />jurisdiction in Miami-Dade County, Florida and Maker consents to such jurisdiction and venue <br />and waives all objections (including, without limitation,jorum non conveniens) thereto. <br /> <br />[Signatures on following page.] <br /> <br />MIAMI 1343042.2 74420138962 <br />