Note, the Maker shall issue a new Note of
like tenor and amount and dated the date to which interest has been paid, in
lieu of this Note.
14.
Waiver of Jury Trial.
EACH OF THE MAKER AND THE PAYEE HEREBY
WAIVES ITS RIGHT TO JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT
OF ANY DISPUTE IN CONNECTION WITH THE PURCHASE AGREEMENT OR THIS NOTE, ANY
RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS
AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT
LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF
THE PAYEE RELATING TO THE ADMINISTRATION OR ENFORCEMENT OF THE NOTE, AND AGREES
THAT IT WILL NOT SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
EXCEPT AS PROHIBITED BY
LAW, EACH OF THE MAKER AND THE PAYEE HEREBY WAIVES ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN,
OR IN ADDITION TO, ACTUAL DAMAGES.
EACH OF THE MAKER AND THE PAYEE (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER OF SUCH PERSONS
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES
THAT EACH OTHER SUCH PERSON HAS BEEN INDUCED TO ENTER INTO THE PURCHASE
AGREEMENT AND THIS NOTE BECAUSE OF, AMONG OTHER THINGS, THE WAIVERS AND
CERTIFICATIONS CONTAINED THEREIN.
15.
Governing Law; Jurisdiction; Venue.
THIS NOTE IS A CONTRACT UNDER
THE LAWS OF THE STATE OF CALIFORNIA AND SHALL FOR ALL PURPOSES BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE (EXCLUDING THE LAWS
APPLICABLE TO CONFLICTS OR CHOICE OF LAW).
THE MAKER CONSENTS TO THE
JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN LOS ANGELES COUNTY IN
THE STATE OF CALIFORNIA IN CONNECTION WITH ANY SUIT TO ENFORCE THE RIGHTS OF THE
PAYEE UNDER THIS NOTE AND CONSENTS TO SERVICE OF PROCESS IN ANY SUCH SUIT'S
BEING MADE UPON THE MAKER BY MAIL AT THE MAKER'S ADDRESS SET FORTH IN THE
PURCHASE AGREEMENT.
THE MAKER IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION BROUGHT IN THE
COURTS REFERRED TO IN THIS SECTION AND IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH ACTION THAT SUCH ACTION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
ANY SUIT OR JUDICIAL PROCEEDING BY THE MAKER AGAINST THE
PAYEE INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH THIS NOTE SHALL BE BROUGHT ONLY IN A FEDERAL OR
STATE COURT LOCATED IN LOS ANGELES COUNTY IN THE STATE OF CALIFORNIA.
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