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whatsoever, fulfillment of any provision of this Note or other document, at the time <br />performance of such provision shall be due, shall involve exceeding the maximum amount <br />permissible by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit <br />validly allowed by law. If Payee shall ever receive, as interest or otherwise, an amount <br />which would exceed the highest lawful rate of interest, such amount which would be <br />excessive interest shall be applied to the reduction of the principal amount owing under this <br />Note or on account of any other principal indebtedness of Maker to Payee and not to the payment <br />of interest or, if such excessive interest exceeds the unpaid balance of principal of this Note <br />and such other indebtedness, such excess shall be refunded to Maker. The terms and <br />provisions of this paragraph shall control and supersede every other provision of all <br />agreements between Maker and Payee. <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 />No invalid provisions of this Note shall affect or impair any other provision. Maker <br />and each endorser, surety and guarantor acknowledge receipt of a completed copy of this <br />Note. <br />MAKER AND PAYEE, EACH AFTER CONSULTATION WITH FLORIDA <br />COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY 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 THIS NOTE. <br />MAKER AND PAYEE EACH ACKNOWLEDGE THAT THE PROVISIONS OF THIS <br />PARAGRAPH ARE A MATERIAL INDUCEMENT TO PAYEE'S ACCEPTANCE OF <br />THIS NOTE AND MAKER AGREEING TO TERMS OF THIS NOTE. <br />No amendment, modification, waiver or discharge of this Note, or any provision of <br />this Note, shall be valid or effective unless in writing and signed by Payee and Maker. <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 <br />or relating to this Note must be commenced and maintained in a court of competent subject <br />matter jurisdiction in Miami -Dade County, Florida and Maker consents to such jurisdiction <br />and venue and waives all objections (including, without limitation, forum non conveniens) <br />thereto. Maker agrees to pay the City's attorney's fees and costs if the City has to file any <br />legal action to enforce the Note. <br />MAKER: <br />La Playa Beach Associates, LLC <br />Promissory Note — La Playa Associates, LLC <br />110 <br />