"Note" means this Personal Promissory Note, including the recitals hereto, as the same may be amended, supplemented, restated, extended, or otherwise modified from time to time in a writing signed by the Borrower and the Lender in accordance with its terms.

"Loan" means the extension of credit made by the Lender to the Borrower pursuant to this Note in an amount equal to the Principal Amount, together with all rights and obligations arising therefrom.

"Principal Amount" means the sum of [AMOUNT IN WORDS] ([AMOUNT IN FIGURES]) [CURRENCY], being the original principal amount of the Loan, as reduced from time to time by any payment of principal actually received by the Lender and applied in accordance with this Note.

"Loan Proceeds" means the funds constituting the Principal Amount, disbursed or caused to be disbursed by the Lender to or for the account of the Borrower in accordance with the Section entitled "Disbursement of Loan Proceeds."

"Disbursement Date" means the date on which the Loan Proceeds are actually transferred by the Lender to the Borrower's Designated Account or otherwise delivered to the Borrower, as evidenced by the Lender's transfer records, which shall be conclusive absent manifest error.

"Interest Rate" means the fixed rate of [__] percent ([__]%) per annum, which rate shall remain constant throughout the term of the Loan, save only for the application of the Default Rate in the circumstances provided in this Note.

"Default Rate" means a fixed rate of interest equal to [__] percent ([__]%) per annum, which rate shall apply in lieu of the Interest Rate in the circumstances set forth in the Section entitled "Default Rate of Interest."

"Interest Payment Date" means the [__] day of each [calendar month / calendar quarter] occurring after the Disbursement Date, commencing on [FIRST INTEREST PAYMENT DATE], and ending on the Maturity Date; provided that if any such day is not a Business Day, the Interest Payment Date shall be the immediately succeeding Business Day.

"Maturity Date" means [MATURITY DATE], or such earlier date on which the Indebtedness becomes due and payable in full, whether by acceleration or otherwise, in accordance with this Note.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in [CITY, STATE/PROVINCE] are authorized or required by law to remain closed.

"Indebtedness" means, collectively, the outstanding Principal Amount, all accrued and unpaid interest (including interest at the Default Rate), all Late Charges, all Collection Costs, and all other sums of whatever nature now or hereafter payable by the Borrower to the Lender under this Note.

"Event of Default" means any of the events or circumstances described in the Section entitled "Events of Default."

"Late Charge" means the charge payable by the Borrower in respect of any overdue payment, as described in the Section entitled "Late Charges."

"Collection Costs" means all costs, fees, and expenses of every kind incurred by the Lender in connection with the enforcement, protection, or collection of this Note, as more particularly described in the Section entitled "Costs of Collection and Attorneys' Fees."

"Designated Account" means the deposit account maintained in the name of the Borrower at [BORROWER BANK NAME], account number [BORROWER ACCOUNT NUMBER], or such other account owned by the Borrower as the Borrower may designate by written notice delivered to the Lender not less than [__] Business Days prior to the Disbursement Date.

"Lender's Account" means the deposit account maintained by the Lender at [LENDER BANK NAME], account number [LENDER ACCOUNT NUMBER], or such other account or address for payment as the Lender may designate from time to time by written notice to the Borrower.

In this Note, unless the context otherwise requires, words importing the singular include the plural and vice versa; the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; references to a Section by its title are references to the Section of this Note bearing that title; headings, if any, are for convenience only and shall not affect interpretation; and no rule of construction shall apply to the disadvantage of the Lender on the basis that the Lender prepared or caused this Note to be prepared.

FOR VALUE RECEIVED, the Borrower hereby unconditionally and irrevocably promises to pay to the order of the Lender, at the Lender's Account or at such other place as the Lender may from time to time designate in writing, the Principal Amount of [AMOUNT IN WORDS] ([AMOUNT IN FIGURES]) [CURRENCY], together with interest thereon and all other Indebtedness, at the times and in the manner provided in this Note.

The obligation of the Borrower to pay the Indebtedness is absolute and unconditional and shall not be subject to any defense, counterclaim, setoff, recoupment, abatement, or reduction of any kind whatsoever, whether arising out of this Note or out of any other transaction, dealing, or relationship between the Borrower and the Lender.

The Borrower acknowledges that the Principal Amount represents the full amount of the Loan to be advanced by the Lender, and that the Lender has no obligation, express or implied, to make any further advance, to increase the Principal Amount, or to renew, extend, or refinance the Loan upon or after the Maturity Date.

The Principal Amount outstanding from time to time, and all payments of principal, interest, and other sums made hereunder, shall be recorded by the Lender in its books and records, and such books and records shall constitute prima facie evidence of the amount of the Indebtedness owing by the Borrower, absent manifest error; provided that any failure by the Lender to make or maintain any such record shall not limit or otherwise affect the obligations of the Borrower hereunder.

All sums payable under this Note shall be paid in [CURRENCY], in immediately available funds, and the Borrower shall bear any risk associated with currency conversion, exchange rate fluctuation, or the availability of funds in such currency.

The Borrower shall be solely responsible for, and shall pay, all stamp, documentary, transfer, or similar taxes, duties, or charges, if any, that may be payable in connection with the execution, delivery, or enforcement of this Note, and shall indemnify and hold the Lender harmless from and against any liability in respect thereof.

If the Borrower consists of more than one individual, or if any other person shall hereafter become liable for the Indebtedness, each such person shall be jointly and severally liable for the full payment and performance of all obligations under this Note.

All payments under this Note shall be made by the Borrower without deduction or withholding of any kind, by wire transfer, electronic funds transfer, or such other method of payment as the Lender may approve in writing, to the Lender's Account, and no payment shall be deemed received by the Lender until the funds are actually credited to the Lender's Account in immediately available form.

Any payment received by the Lender after [__]:[__] [a.m./p.m.] local time at the Lender's place of residence on any Business Day, or on any day that is not a Business Day, shall be deemed received on the next succeeding Business Day, and interest shall continue to accrue accordingly.

If any withholding or deduction is required by applicable law to be made from any payment hereunder, the Borrower shall pay such additional amount as is necessary to ensure that the Lender receives, free of such withholding or deduction, an amount equal to the full amount it would have received had no such withholding or deduction been made.

Unless an Event of Default has occurred and is continuing, each payment received by the Lender shall be applied in the following order of priority: first, to any Collection Costs and other expenses then due; second, to any Late Charges then due; third, to accrued and unpaid interest; and fourth, to the outstanding Principal Amount.

Following the occurrence and during the continuance of an Event of Default, the Lender may apply any payment received, and any proceeds of enforcement, to the Indebtedness in such order and manner as the Lender, in its sole discretion, may elect, notwithstanding any direction or designation by the Borrower to the contrary.

The Lender may accept any partial payment, late payment, or payment marked "paid in full," "in full satisfaction," or with similar notation, without prejudice to its rights to recover the full balance of the Indebtedness, and no such acceptance shall constitute an accord and satisfaction, a waiver of any Event of Default, or a modification of this Note.

Any payment made by the Borrower that is subsequently dishonored, returned, reversed, or required to be restored or repaid by the Lender for any reason shall be deemed not to have been made, and the Indebtedness shall be reinstated to the extent of such payment as though such payment had never been received.

In the event any payment by check or other negotiable instrument is dishonored, the Borrower shall pay to the Lender, in addition to any other sum due, a returned payment fee of [AMOUNT] [CURRENCY], and the Lender may thereafter require that all subsequent payments be made by wire transfer or certified funds.

Subject to the Borrower's execution and delivery of this Note and satisfaction of the conditions set forth in this Section, the Lender shall disburse the Loan Proceeds to the Designated Account on or about [ANTICIPATED DISBURSEMENT DATE], or on such other date as the Lender may reasonably determine.

The obligation of the Lender to disburse the Loan Proceeds is subject to the following conditions precedent, each of which may be waived only by the Lender in writing: the Borrower shall have executed and delivered this Note to the Lender; each representation and warranty of the Borrower set forth in this Note shall be true and correct on the Disbursement Date; no event shall have occurred that would constitute an Event of Default upon disbursement; and the Borrower shall have provided such evidence of identity and such account information as the Lender may reasonably request.

The Lender may, at its option, disburse all or any portion of the Loan Proceeds directly to a third party designated in writing by the Borrower for the Borrower's benefit, and any such disbursement shall constitute a disbursement to the Borrower for all purposes of this Note.

The Borrower shall, within [__] Business Days following the Disbursement Date, confirm in writing to the Lender the receipt of the Loan Proceeds; provided that the Borrower's failure to provide such confirmation shall not affect the Borrower's obligations hereunder, and the Lender's transfer records shall be conclusive evidence of disbursement absent manifest error.

The Lender shall have no responsibility for any delay, error, or failure in the crediting of the Loan Proceeds to the Designated Account that results from any act or omission of the Borrower, the Borrower's bank, or any intermediary financial institution, and any bank fees or transfer charges imposed in connection with the disbursement shall be borne by the Borrower.

If, for any reason, the conditions precedent set forth in this Section have not been satisfied or waived on or before [OUTSIDE DATE], the Lender may, by written notice to the Borrower, terminate its obligation to disburse the Loan Proceeds without any liability whatsoever to the Borrower.

The outstanding Principal Amount shall bear interest from and including the Disbursement Date to, but excluding, the date on which the Principal Amount is repaid in full, at the Interest Rate, being a fixed rate of [__] percent ([__]%) per annum.

The Interest Rate is fixed for the entire term of the Loan and shall not vary by reason of any change in market rates, the financial condition of either Party, or any other circumstance, save only for the substitution of the Default Rate as expressly provided in this Note.

Interest shall be computed on the basis of a 365-day year (or a 366-day year in a leap year) and the actual number of days elapsed, including the first day but excluding the last day of each period for which interest is calculated.

Interest shall accrue on a daily basis on the Principal Amount outstanding at the close of each day, and any reduction of the Principal Amount shall reduce the accrual of interest only from and after the date on which the corresponding payment is actually received by the Lender.

Interest that is not paid when due shall, to the fullest extent permitted by applicable law, be added to and form part of the Indebtedness, and shall itself bear interest at the rate then applicable to the Principal Amount until paid in full.

The Lender's computation of the amount of interest due at any time shall be conclusive and binding upon the Borrower absent manifest error, and the Lender shall provide the Borrower with a statement of such computation upon the Borrower's reasonable written request.

It is the intention of the Parties to conform strictly to applicable laws limiting the rate of interest that may be lawfully contracted for, charged, or received. If any interest or other charge contracted for, charged, or received under this Note would exceed the maximum amount permitted by applicable law, such interest or charge shall be automatically reduced to the maximum lawful amount, and any excess actually received by the Lender shall be applied to the reduction of the Principal Amount or, if the Principal Amount has been paid in full, refunded to the Borrower, and the Lender shall have no further liability by reason thereof.

The Borrower represents and warrants to the Lender, as of the Effective Date and again as of the Disbursement Date, that the Borrower is a natural person of full age, sound mind, and full legal capacity, and has all requisite power and authority to execute, deliver, and perform this Note.

The Borrower represents and warrants that this Note has been duly executed and delivered by the Borrower and constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject only to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors' rights generally.

The Borrower represents and warrants that the execution, delivery, and performance of this Note do not and will not violate any law, judgment, order, or decree binding upon the Borrower, nor conflict with, result in a breach of, or constitute a default under any agreement, instrument, or obligation to which the Borrower is a party or by which the Borrower or any of the Borrower's property is bound.

The Borrower represents and warrants that all financial statements, information concerning income, assets, liabilities, and employment, and other information furnished by the Borrower to the Lender in connection with the Loan are true, complete, and correct in all material respects, and do not omit any fact necessary to make such information not misleading.

The Borrower represents and warrants that the Borrower is solvent, is able to pay the Borrower's debts as they become due, has not committed any act of bankruptcy, and is not the subject of any pending or, to the Borrower's knowledge, threatened bankruptcy, insolvency, receivership, or similar proceeding.

The Borrower represents and warrants that there is no action, suit, proceeding, garnishment, levy, or judgment pending or, to the Borrower's knowledge, threatened against the Borrower which, if adversely determined, would materially impair the Borrower's ability to perform the Borrower's obligations under this Note.

The Borrower represents and warrants that the Loan Proceeds will be used solely for the Borrower's personal, family, or household purposes, namely [STATED PURPOSE OF LOAN], and for no unlawful purpose whatsoever.

The Borrower acknowledges that the Borrower has read and understood this Note in its entirety, has had the opportunity to obtain independent legal and financial advice prior to executing it, has entered into this Note freely and voluntarily, and that the Lender has made the Loan in express reliance upon each of the foregoing representations and warranties, all of which shall survive the execution and delivery of this Note and the disbursement of the Loan Proceeds.

During the term of the Loan, the Borrower shall pay to the Lender accrued interest only, in arrears, on each Interest Payment Date, in an amount equal to all interest accrued on the outstanding Principal Amount at the Interest Rate for the period from and including the immediately preceding Interest Payment Date (or, in the case of the first payment, from and including the Disbursement Date) to but excluding such Interest Payment Date.

No payment of principal shall be required prior to the Maturity Date, save as a consequence of acceleration in accordance with this Note or a voluntary prepayment made by the Borrower in accordance with the Section entitled "Voluntary Prepayment Without Penalty."

On the Maturity Date, the Borrower shall pay to the Lender, in a single lump-sum payment, the entire outstanding Principal Amount, together with all accrued and unpaid interest thereon and all other Indebtedness then outstanding.

The Borrower acknowledges that, because the periodic payments under this Note consist of interest only, the entire Principal Amount will remain outstanding until the Maturity Date and a substantial balloon payment will be due on such date, and the Borrower further acknowledges that the Lender has made no commitment, and has no obligation, to refinance, renew, or extend the Loan in order to enable the Borrower to make such payment.

Any extension of the Maturity Date shall be effective only if set forth in a written instrument signed by the Lender, which the Lender may grant or withhold in its sole and absolute discretion and upon such terms, including the payment of an extension fee, as the Lender may require.

The Lender may, as a courtesy, deliver to the Borrower periodic statements or reminders of amounts due; however, the failure of the Lender to deliver any such statement or reminder, or any error therein, shall not relieve the Borrower of the obligation to make each payment in full when due.

Until the Indebtedness has been paid in full, the Borrower shall notify the Lender in writing within [__] days following any change in the Borrower's residential address, telephone number, electronic mail address, or employment, and shall at all times maintain current contact details with the Lender.

The Borrower shall notify the Lender in writing promptly, and in any event within [__] days, upon becoming aware of the occurrence of any Event of Default or any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, specifying the nature thereof and the action the Borrower proposes to take with respect thereto.

The Borrower shall furnish to the Lender, within [__] days following the Lender's written request (which request shall not be made more frequently than [__] times in any calendar year absent an Event of Default), such information regarding the Borrower's financial condition, income, assets, and liabilities as the Lender may reasonably request.

The Borrower shall promptly notify the Lender in writing of any action, suit, proceeding, garnishment, levy, attachment, or judgment commenced, issued, or entered against the Borrower, or against any material asset of the Borrower, involving an amount in excess of [AMOUNT] [CURRENCY].

The Borrower shall not, without the prior written consent of the Lender, sell, transfer, gift, or otherwise dispose of all or substantially all of the Borrower's assets, or any asset having a value in excess of [AMOUNT] [CURRENCY], other than for fair and reasonably equivalent value in the ordinary course of the Borrower's personal affairs.

The Borrower shall use the Loan Proceeds solely for the purpose stated in this Note, and shall comply in all material respects with all laws, orders, and obligations applicable to the Borrower the non-compliance with which could reasonably be expected to impair the Borrower's ability to repay the Indebtedness.

The Borrower shall execute, acknowledge, and deliver such further instruments and take such further actions as the Lender may reasonably request to evidence, preserve, or give full effect to the Lender's rights under this Note, including any replacement note in the event of the loss, theft, destruction, or mutilation of this Note, against the Lender's customary indemnity.

The Borrower may prepay the outstanding Principal Amount, in whole or in part, at any time and from time to time, without premium, penalty, or prepayment charge of any kind.

Each prepayment shall be accompanied by all interest accrued and unpaid on the amount prepaid through the date of prepayment, together with any Late Charges, Collection Costs, or other Indebtedness then due and payable.

The Borrower shall endeavor to give the Lender written notice of any intended prepayment not less than [__] Business Days in advance, specifying the date and amount thereof; provided that the failure to give such notice shall not invalidate any prepayment, but interest shall accrue on the amount prepaid until the date on which the funds are actually received in the Lender's Account.

Any partial prepayment shall be applied in accordance with the order of application set forth in the Section entitled "Manner and Application of Payments" and shall not postpone, reduce, or otherwise alter the amount of interest payable on any subsequent Interest Payment Date (other than by reason of the reduced Principal Amount on which interest accrues), nor the Maturity Date.

Any amount of principal prepaid may not be re-borrowed, and no prepayment shall entitle the Borrower to any further advance from the Lender.

Upon prepayment in full of the Indebtedness, the Lender shall, within [__] Business Days following receipt of cleared funds, mark this Note "paid in full" and return the original or a copy thereof to the Borrower, subject to the reinstatement provisions of the Section entitled "Manner and Application of Payments."

The Borrower and the Lender acknowledge and agree that the Loan is unsecured, and that no mortgage, pledge, security interest, lien, charge, guaranty, or other collateral or credit support has been granted or is required to be granted by the Borrower to secure the Indebtedness as of the Effective Date.

The unsecured nature of the Loan shall not in any manner limit the personal liability of the Borrower, and the Borrower shall be fully and personally liable for the payment and performance of all obligations under this Note, with full recourse to all of the Borrower's present and future income, property, and assets, whether now owned or hereafter acquired, to the fullest extent permitted by applicable law.

The Borrower acknowledges that the Lender has extended the Loan in reliance solely upon the Borrower's personal creditworthiness and the representations, warranties, and covenants of the Borrower contained in this Note, and that the absence of collateral constitutes an element of risk which the Lender has accepted in exchange for the Interest Rate and the other protections afforded to the Lender under this Note.

Nothing in this Section shall limit or impair the right of the Lender, upon the occurrence of an Event of Default, to obtain a judgment against the Borrower and to enforce such judgment by any lawful means, including attachment, garnishment of wages, levy, execution, or the recording of a judgment lien against any property of the Borrower.

To the fullest extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default, the Lender shall be entitled to set off and apply against the Indebtedness any sum owing by the Lender to the Borrower, whether or not then due, without prior notice to the Borrower, any such notice being hereby expressly waived.

Should the Borrower at any time hereafter voluntarily offer, or should the Parties agree in writing upon, any security for the Indebtedness, the creation of such security shall be supplemental to, and shall not diminish, the Borrower's personal liability under this Note, and no failure or delay by the Lender in requesting or accepting any such security shall constitute a waiver of any of the Lender's rights hereunder.

If any payment of interest, principal, or other Indebtedness is not received by the Lender in full within [__] calendar days after the date on which such payment is due (the "Grace Period"), the Borrower shall pay to the Lender a late charge equal to [__] percent ([__]%) of the amount of the overdue payment, or [AMOUNT] [CURRENCY], whichever is greater, subject always to the maximum amount permitted by applicable law.

A Late Charge shall be assessed separately for each payment that is not received within the Grace Period, and shall be immediately due and payable without notice or demand, and in any event no later than the date on which the next payment is due under this Note.

The Grace Period is extended solely for the purpose of the assessment of the Late Charge and shall not extend the due date of any payment, nor suspend the accrual of interest, nor operate to cure or postpone any Event of Default arising from the non-payment of any sum when due.

The Borrower acknowledges that the late payment of any sum hereunder will cause the Lender to incur administrative costs, loss of the use of funds, and other damages the precise amount of which would be difficult or impracticable to ascertain, and that the Late Charge represents a fair and reasonable pre-estimate of such costs and damages and does not constitute a penalty.

The Late Charge shall be in addition to, and not in lieu of, interest at the Default Rate where applicable, the Collection Costs, and all other rights and remedies available to the Lender under this Note or under applicable law.

The assessment, acceptance, or waiver by the Lender of any Late Charge on any one occasion shall not constitute a waiver of the Borrower's obligation to make subsequent payments when due, nor of the Lender's right to assess a Late Charge in respect of any subsequent late payment.

The occurrence of any one or more of the following events or circumstances shall constitute an Event of Default under this Note: the Borrower fails to pay any interest, Late Charge, or other Indebtedness (other than principal) within [__] calendar days after the date on which it is due.

The Borrower fails to pay the outstanding Principal Amount, together with all other Indebtedness, in full on the Maturity Date, it being expressly agreed that no grace or cure period shall apply to such payment.

The Borrower fails to observe or perform any covenant or obligation contained in this Note (other than a payment obligation), and such failure, if capable of remedy, remains unremedied for a period of [__] days following the earlier of the Borrower becoming aware thereof or the Lender giving written notice thereof to the Borrower.

Any representation, warranty, statement, or information made or furnished by or on behalf of the Borrower in this Note or in connection with the Loan proves to have been false, incorrect, or misleading in any material respect when made or deemed made.

The Borrower becomes insolvent, admits in writing the Borrower's inability to pay debts as they become due, makes a general assignment for the benefit of creditors, or any proceeding is commenced by or against the Borrower under any bankruptcy, insolvency, reorganization, debt adjustment, receivership, or similar law, which proceeding, if involuntary, is not dismissed within [__] days.

Any judgment, attachment, garnishment, levy, or execution in an amount exceeding [AMOUNT] [CURRENCY] is entered or issued against the Borrower or any of the Borrower's property and is not satisfied, discharged, vacated, bonded, or stayed within [__] days thereafter.

The Borrower defaults in the payment of any other indebtedness for borrowed money owed to any person in an aggregate amount exceeding [AMOUNT] [CURRENCY], and such default results in, or permits, the acceleration of such indebtedness.

The Borrower dies or is declared legally incompetent by a court of competent jurisdiction, or the Borrower transfers or conceals assets with the intent to hinder, delay, or defraud the Lender or any other creditor.

The Borrower repudiates or contests, or purports to repudiate or contest, the validity or enforceability of this Note or any obligation hereunder.

Upon the occurrence of any Event of Default, the Lender may, at its option and without presentment, demand, protest, or notice of any kind (all of which are hereby expressly waived by the Borrower), declare the entire outstanding Principal Amount, together with all accrued and unpaid interest and all other Indebtedness, to be immediately due and payable, whereupon the same shall become and be immediately due and payable.

Notwithstanding the foregoing, upon the occurrence of any Event of Default described in the clause of the Section entitled "Events of Default" relating to insolvency or bankruptcy proceedings, the entire Indebtedness shall automatically and immediately become due and payable without any declaration, notice, or other action by the Lender.

Upon acceleration, the Lender may commence and prosecute any action or proceeding to collect the Indebtedness, obtain judgment against the Borrower for the full amount thereof, and enforce such judgment by every means available under applicable law.

All rights and remedies of the Lender under this Note are cumulative and not exclusive, and are in addition to all other rights and remedies available to the Lender under applicable law, and may be exercised singly, successively, or concurrently, in such order as the Lender may determine.

No failure or delay by the Lender in exercising any right, power, or remedy hereunder, and no course of dealing between the Parties, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

The Lender may, in its sole discretion and without prejudice to its rights, rescind any declaration of acceleration by written notice to the Borrower, but no such rescission shall extend to or affect any subsequent Event of Default or impair any right consequent thereon.

In the event of the death or adjudicated incompetence of the Borrower, the Indebtedness shall constitute a claim against the estate of the Borrower, and this Note shall be binding upon the Borrower's heirs, executors, administrators, legal representatives, successors, and permitted assigns.

From and after the occurrence of any Event of Default, and for so long as such Event of Default continues, and in any event from and after the Maturity Date (whether by acceleration or otherwise) until the Indebtedness is paid in full, all outstanding Indebtedness shall bear interest at the Default Rate of [__] percent ([__]%) per annum, in lieu of the Interest Rate.

Interest at the Default Rate shall be computed in the same manner as interest at the Interest Rate, as set forth in the Section entitled "Interest Rate and Computation of Interest," and shall accrue from the date of the occurrence of the relevant Event of Default without the necessity of any notice or demand by the Lender.

Interest at the Default Rate shall be payable on demand and, if not demanded, on each Interest Payment Date and on the date on which the Indebtedness is paid in full.

The Borrower acknowledges that the Default Rate reflects the increased risk, administrative burden, and loss of the use of funds borne by the Lender following an Event of Default, and agrees that the Default Rate is reasonable and does not constitute a penalty.

Interest at the Default Rate shall continue to accrue after the entry of any judgment upon this Note, to the extent permitted by applicable law, until the judgment and all other Indebtedness have been paid in full, notwithstanding any lower statutory rate of post-judgment interest that might otherwise apply.

The application of the Default Rate shall not constitute a waiver of any Event of Default, nor a cure thereof, nor a limitation upon or election of any other right or remedy of the Lender, and shall be subject in all respects to the limitation of interest to the maximum amount permitted by applicable law as provided in the Section entitled "Interest Rate and Computation of Interest."

The Borrower shall pay to the Lender, on demand, all Collection Costs, which shall include all reasonable attorneys' fees and disbursements, court costs, filing fees, costs of service of process, fees of collection agencies, investigators, and expert witnesses, and all other costs and expenses incurred by the Lender in connection with the collection or enforcement of this Note, whether or not any action or proceeding is commenced.

The Collection Costs shall further include all reasonable attorneys' fees and costs incurred by the Lender in connection with any appeal, any bankruptcy, insolvency, or probate proceeding involving the Borrower or the Borrower's estate, any post-judgment enforcement or collection proceeding, and any action to protect, preserve, or defend the Lender's rights under this Note.

The Borrower shall likewise reimburse the Lender for all reasonable attorneys' fees and expenses incurred by the Lender in connection with any amendment, waiver, extension, or restructuring of this Note requested by the Borrower.

All Collection Costs shall form part of the Indebtedness, shall be payable on demand, and, if not paid within [__] days after demand, shall bear interest at the Default Rate from the date incurred by the Lender until paid in full.

The Collection Costs shall be recoverable whether the Lender is represented by outside counsel or otherwise, and the Lender's good-faith determination of the amount thereof, supported by reasonable documentation, shall be prima facie evidence of the amount owing.

The Borrower's obligations under this Section shall survive the payment in full of the Principal Amount and interest, the satisfaction of any judgment upon this Note, and the assignment or transfer of this Note.

The Borrower hereby waives presentment for payment, demand, notice of demand, notice of nonpayment or dishonor, protest, notice of protest, notice of intent to accelerate, notice of acceleration, and all other notices and formalities in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except only such notices as are expressly required by the terms of this Note.

The Borrower hereby waives, to the fullest extent permitted by applicable law, the benefit of any statute of limitations as a defense to any demand or action under this Note, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Lender with respect to the payment or other provisions of this Note.

The Borrower hereby waives, to the fullest extent permitted by applicable law, any right to require the Lender to proceed against any other person, to pursue any other remedy, or to marshal any assets, before proceeding against the Borrower.

To the fullest extent permitted by applicable law, the Borrower waives the benefit of any homestead, valuation, appraisement, stay, moratorium, or exemption law now or hereafter in force, save as to those exemptions which may not lawfully be waived.

The Borrower waives any right of setoff, counterclaim, or recoupment that the Borrower may now or hereafter have against the Lender in respect of the payment of the Indebtedness, without prejudice to the Borrower's right to assert any such claim in a separate action.

No waiver by the Lender of any right, remedy, Event of Default, or provision of this Note shall be effective unless it is in writing and signed by the Lender, and any such waiver shall be effective only in the specific instance and for the specific purpose for which it is given.

The Borrower acknowledges that each of the foregoing waivers has been knowingly, voluntarily, and intentionally made, after an opportunity to consult with independent legal counsel, and constitutes a material inducement to the Lender to extend the Loan.

The Lender may, at any time and from time to time, without the consent of the Borrower, sell, assign, transfer, negotiate, pledge, or otherwise dispose of this Note, in whole or in part, or grant participations herein, to any person, and any such assignee or transferee shall succeed to and be entitled to all of the rights, powers, and remedies of the Lender hereunder to the extent of the interest assigned or transferred.

Upon any assignment or transfer of this Note, the Lender or the assignee shall give written notice thereof to the Borrower, together with payment instructions, and following receipt of such notice the Borrower shall make all payments directly to the assignee; payments made by the Borrower to the Lender prior to receipt of such notice shall be credited against the Indebtedness.

The Borrower shall not assign, delegate, or otherwise transfer any of the Borrower's rights or obligations under this Note, whether voluntarily, by operation of law, or otherwise, without the prior written consent of the Lender, which consent may be withheld in the Lender's sole discretion, and any purported assignment or delegation in violation of this Section shall be null and void.

The Borrower agrees that any defense, setoff, or counterclaim that the Borrower may have against the Lender shall not be asserted against any assignee or holder of this Note who takes for value and without actual notice of such defense, setoff, or counterclaim, to the fullest extent permitted by applicable law.

The Lender may disclose to any actual or prospective assignee, transferee, or participant any information concerning the Borrower and the Loan in the possession of the Lender, provided that the Lender shall request that such person keep such information confidential.

This Note shall be binding upon the Borrower and the Borrower's heirs, executors, administrators, legal representatives, successors, and permitted assigns, and shall inure to the benefit of the Lender and the Lender's heirs, executors, administrators, legal representatives, successors, and assigns.

In the event of the death of the Lender, all rights of the Lender under this Note shall pass to the Lender's estate, heirs, or designated beneficiaries, and the Borrower's obligations hereunder shall continue unaffected and shall be performed in favor of the Lender's duly appointed personal representative or successor in interest.

This Note, and all claims, controversies, and disputes arising out of or relating to this Note or the Loan, whether sounding in contract, tort, or otherwise, shall be governed by and construed in accordance with the laws of [GOVERNING JURISDICTION], without giving effect to any choice-of-law or conflict-of-laws rule or principle that would result in the application of the laws of any other jurisdiction.

Any action or proceeding arising out of or relating to this Note shall be brought exclusively in the courts of competent jurisdiction located in [COUNTY/DISTRICT, STATE/PROVINCE], and the Borrower hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue therein, including any objection on the ground of inconvenient forum; provided that nothing herein shall limit the right of the Lender to bring any action or proceeding against the Borrower or the Borrower's property in any other court of competent jurisdiction where the Borrower resides or where any of the Borrower's assets may be located.

The Borrower irrevocably consents to service of process in any such action or proceeding by personal delivery or by registered or certified mail, return receipt requested, or by recognized overnight courier, addressed to the Borrower at the address set forth in this Note or such other address as the Borrower shall have most recently notified to the Lender in writing, such service to become effective upon delivery or refusal of delivery.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND THE LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE LOAN.

All notices, demands, and other communications under this Note shall be in writing and shall be deemed duly given when delivered personally, one Business Day after deposit with a recognized overnight courier, three Business Days after deposit in the mail by registered or certified mail with postage prepaid, or upon transmission by electronic mail to [BORROWER EMAIL ADDRESS] or [LENDER EMAIL ADDRESS], as applicable, provided no notice of non-delivery is received, in each case addressed to the relevant Party at the address set forth in this Note or such other address as such Party may designate by notice.

If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect, such provision shall be limited or reformed to the minimum extent necessary to render it enforceable, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

This Note constitutes the entire agreement between the Borrower and the Lender with respect to the Loan and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether oral or written, relating thereto; this Note may not be amended, modified, or terminated orally, but only by a written instrument signed by the Borrower and the Lender.

Time is of the essence with respect to every payment and every obligation of the Borrower under this Note. This Note may be executed and delivered by electronic signature or by electronically transmitted copy, each of which shall be deemed an original and fully binding upon the Borrower, provided that the Lender shall be entitled to retain the executed original of this Note until the Indebtedness has been paid in full.