remaining balance of the then outstanding principal value under this Promissory Note attributable to such SKU of Specified Inventory, which payment shall reduce on a dollar-for-dollar basis the then outstanding principal amount under this Promissory note in respect of such SKU of Specified Inventory. Payments shall be made in lawful money of the United States of America. Such payment shall be made at the principal office of MacArthur, or at such other place as MacArthur may from time to time designate in writing to Borrower. Payment shall be credited first to accrued interest due and payable and the remainder applied to principal. If any payment of principal or interest on this Note is due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day, and such extension of time shall be taken into account in calculating the amount of interest payable under this Promissory Note. Business Day means any day other than a Saturday, Sunday or legal holiday in the State of New York.
3. Repayment of Principal. Each Monthly Inventory Repayment Amount paid by Borrower pursuant to Section 2.8(b) of the Asset Purchase Agreement shall be deemed to be a pro rata repayment of any outstanding principal amount and any accrued interest thereon owing to MacArthur hereunder.
4. Prepayment. This Promissory Note may be prepaid in full or in part at any time without penalty or premium.
5. Subordination. MacArthur agrees that it shall promptly take all actions requested by Borrower to effect a subordination of this Promissory Note to any existing or future indebtedness incurred by Borrower with any bank, financial institution or other commercial lender or lessor, whether or not secured, including without limitation, entering into any agreement reasonably requested by such third party, in form reasonably acceptable to MacArthur and its counsel, to implement the foregoing within any reasonable timeframe so requested.
6. No Waiver By Lender. No waiver of any default shall be implied from any failure of MacArthur to take any action or any delay by MacArthur in taking action with respect to any such default or from any previous waiver of any similar or unrelated default. A waiver of any term of this Promissory Note must be made in writing and shall be limited to the express written terms of such waiver. This Promissory Note shall inure to the benefit of, and be binding upon, Borrower, MacArthur and their respective successors.
7. Certain Waivers. Borrower and all endorsers jointly and severally waive diligence, grace, demand, presentment for payment, exhibition of this Promissory Note, protest, notice of protest, notice of dishonor, notice of demand, notice of nonpayment, notice of default or delinquency, notice of acceleration, notice of costs or expenses and interest thereon, and notice of any late charges and any and all exemption rights against the indebtedness evidenced by this Promissory Note, and agree to any and all extensions or renewals from time to time without notice and to any partial payments of this Promissory Note made before or after maturity, and that no such extension, renewal or partial payment shall release any one or all of them from the obligation of payment of this Promissory Note or any installment of this Promissory Note, and consent to offsets of any sums owed to any one or all of them by MacArthur at any time.
8. Loss, Theft, Destruction or Mutilation of Promissory Note. In the event of the loss,