REGISTERED UPON REGISTRATION BOOKS MAINTAINED FOR SUCH PURPOSE BY
OR ON BEHALF OF THE COMPANY.
PRIOR TO PRESENTATION OF THIS NOTE FOR
REGISTRATION OF TRANSFER, THE COMPANY SHALL TREAT THE REGISTERED HOLDER HEREOF
AS THE OWNER AND HOLDER OF THIS NOTE FOR THE PURPOSE OF RECEIVING ALL PAYMENTS
OF PRINCIPAL AND INTEREST HEREON AND FOR ALL OTHER PURPOSES WHATSOEVER, WHETHER
OR NOT THIS NOTE SHALL BE OVERDUE AND THE COMPANY SHALL NOT BE AFFECTED BY
NOTICE TO THE CONTRARY.
11.
ASSIGNMENT BY THE COMPANY.
NEITHER THIS
NOTE NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER MAY BE ASSIGNED,
BY OPERATION OF LAW OR OTHERWISE, IN WHOLE OR IN PART, BY THE COMPANY, WITHOUT
THE PRIOR WRITTEN CONSENT OF THE HOLDER.
12.
TREATMENT OF NOTE.
TO THE EXTENT PERMITTED
BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, THE COMPANY WILL TREAT, ACCOUNT AND
REPORT THE NOTE AS DEBT AND NOT EQUITY FOR ACCOUNTING PURPOSES AND WITH RESPECT
TO ANY RETURNS FILED WITH FEDERAL, STATE OR LOCAL TAX AUTHORITIES.
13.
NOTICES.
ANY NOTICE, REQUEST OR OTHER
COMMUNICATION REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN IF
12
PERSONALLY DELIVERED OR MAILED BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
OR BY RECOGNIZED OVERNIGHT COURIER, PERSONAL DELIVERY OR FACSIMILE TRANSMISSION
AT THE RESPECTIVE ADDRESSES OR FACSIMILE NUMBER OF THE PARTIES AS SET FORTH IN
OR OTHERWISE DESIGNATED BY EITHER PARTY PURSUANT TO THE PURCHASE AGREEMENT OR ON
THE REGISTER MAINTAINED BY THE COMPANY.
ANY PARTY HERETO MAY BY NOTICE SO GIVEN
CHANGE ITS ADDRESS OR FACSIMILE NUMBER FOR FUTURE NOTICE HEREUNDER.
NOTICE
SHALL CONCLUSIVELY BE DEEMED TO HAVE BEEN GIVEN WHEN RECEIVED.
14.
EXPENSES; WAIVERS.
IF ACTION IS INSTITUTED
TO COLLECT THIS NOTE, THE COMPANY PROMISES TO PAY ALL COSTS AND EXPENSES,
INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS, INCURRED IN
CONNECTION WITH SUCH ACTION.
THE COMPANY HEREBY WAIVES NOTICE OF DEFAULT,
PRESENTMENT OR DEMAND FOR PAYMENT, PROTEST OR NOTICE OF NONPAYMENT OR DISHONOR
AND ALL OTHER NOTICES OR DEMANDS RELATIVE TO THIS INSTRUMENT.
15.
GOVERNING LAW; EXCLUSIVE JURISDICTION; JURY
WAIVER.
THIS NOTE AND ALL ACTIONS ARISING OUT OF OR IN CONNECTION WITH THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
IN THE EVENT OF ANY DISPUTE AMONG OR BETWEEN ANY OF THE PARTIES TO
THIS NOTE ARISING OUT OF THE TERMS OF THIS NOTE, THE PARTIES HEREBY CONSENT TO
THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN THE COUNTY OF NEW YORK,
STATE OF NEW YORK, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK FOR RESOLUTION OF SUCH DISPUTE, AND AGREE NOT TO CONTEST SUCH
EXCLUSIVE JURISDICTION OR SEEK TO TRANSFER ANY ACTION RELATING TO SUCH DISPUTE
TO ANY OTHER JURISDICTION. THE COMPANY AND THE HOLDER AGREE TO ACCEPT SERVICE OF
PROCESS PURSUANT TO THE PROCEDURES SET FORTH IN SECTION 13.
THE PARTIES HERETO
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE