All payments to be made to Holder shall be made in the lawful money of the United States of America in immediately available funds without setoff, counterclaim or deduction. Any payment received by Holder and its registered assigns after 4:00 p.m. (Buffalo, New York time) on any day, will be deemed to have been received on the next following Business Day. Notwithstanding the foregoing, Holder acknowledges that one or more payments may be made on this note as a setoff payment pursuant to the Section 10.02 (e) of that certain Asset Purchase Agreement dated the date hereof by and among the Company, the Holder and the other parties thereto.