GENERAL PROVISIONS. Time is of the essence with respect to every provision hereof. This Note constitutes the entire agreement among the parties with respect to the subject matter hereof. Any term hereof may be amended only with the written consent of each of the parties. No course of dealing or conduct shall be effective to amend, modify, waive, release or change any provisions hereof. If any part hereof cannot be enforced, this fact will not affect the rest of the Note. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned or delegated in whole or in part by Borrower without the prior express written consent of Lender except in connection with the Transaction. The terms hereof shall be binding upon Borrower, and upon its heirs, personal representatives, successors, and assigns, and shall inure to the benefit of Lender and its successors and assigns. Borrower hereby waives presentment, protest and demand, notice of protest, demand and dishonor and non-payment hereof in connection with the delivery, acceptance, performance, default, or enforcement of the payment hereof. Headings hereof are provided for convenience only and shall not affect construction or interpretation. This Note shall be deemed to have been drafted by all parties hereto ,and shall not be construed against a party as the drafter; and each party hereby agrees that this Note is the result of negotiations among, and has been reviewed by, Borrower, Lender, and their respective counsel, The rights, powers and remedies of Lender hereunder shall be in addition to all rights, powers and remedies given to Lender by virtue of any applicable law, rule or regulation of any governmental authority, all of which shall be cumulative and may be exercised successively or concurrently without impairing Lenders rights hereunder. Any notice required or permitted by this Note shall be given in writing and shall be deemed effectively given upon personal delivery or delivery by email to the respective email addresses above (with subsequent confirmation by personal delivery or overnight courier), or one business day after deposit with an overnight courier, prepaid.