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Notwithstanding the foregoing, upon the occurrence of an Event of Default
pursuant to Section 6.01(g) or (h) of the Indenture, this Note will become due
and payable without further action or notice. Lender may waive any existing
Default or Event of Default and its consequences except a continuing Default or
Event of Default in the payment of interest on, or the principal of, this Note.
The Borrower is required upon becoming aware of any Default or Event of Default
to deliver to Lender a statement specifying such Default or Event of Default.

      7. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator, member or stockholder, of the Borrower, as such, shall not have
any liability for any obligations of the Borrower under this Note or for any
claim based on, in respect of, or by reason of, such obligation or its creation.
Lender by accepting this Note waives and releases all such liability. The waiver
and release are part of the consideration for the issuance of this Note.

      8. GOVERNING LAW. This Note shall be governed by and construed in
accordance with the laws of the State of New York, as applied to contracts made
and performed within the State of New York, without regard to principles of
conflict of laws. Each of the parties hereto and the holders agree to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Note.