AMENDMENT PROVISION.
THE TERM "NOTE" AND ALL REFERENCE THERETO, AS USED
THROUGHOUT THIS INSTRUMENT, SHALL MEAN THIS INSTRUMENT AS ORIGINALLY EXECUTED,
OR IF LATER AMENDED OR SUPPLEMENTED, THEN AS SO AMENDED OR SUPPLEMENTED, AND ANY
SUCCESSOR INSTRUMENT AS IT MAY BE AMENDED OR SUPPLEMENTED.
ASSIGNABILITY.
THIS NOTE SHALL BE BINDING UPON THE BORROWER AND ITS SUCCESSORS
AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF THE HOLDER AND ITS SUCCESSORS AND
ASSIGNS, AND MAY BE ASSIGNED BY THE HOLDER IN ACCORDANCE WITH THE REQUIREMENTS
OF THE SECURITY AGREEMENT.
COST OF COLLECTION.
IF DEFAULT IS MADE IN THE PAYMENT OF THIS NOTE, THE
BORROWER SHALL PAY THE HOLDER HEREOF REASONABLE COSTS OF COLLECTION, INCLUDING
REASONABLE ATTORNEYS' FEES.
GOVERNING LAW.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.
ANY ACTION BROUGHT BY EITHER PARTY AGAINST THE OTHER CONCERNING THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE
COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK.
BOTH PARTIES AND THE INDIVIDUAL SIGNING THIS NOTE ON BEHALF OF THE BORROWER
AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS.
THE PREVAILING PARTY SHALL
BE ENTITLED TO RECOVER FROM THE OTHER PARTY ITS REASONABLE ATTORNEY'S FEES AND
COSTS.
IN THE EVENT THAT ANY PROVISION OF THIS NOTE IS INVALID OR UNENFORCEABLE
UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN SUCH PROVISION SHALL BE DEEMED
INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT THEREWITH AND SHALL BE DEEMED
MODIFIED TO CONFORM WITH SUCH STATUTE OR RULE OF LAW.
ANY SUCH PROVISION WHICH
MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY LAW SHALL NOT AFFECT THE VALIDITY
OR UNENFORCEABILITY OF ANY OTHER PROVISION OF THIS NOTE.
NOTHING CONTAINED
HEREIN SHALL BE DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION AGAINST THE BORROWER IN ANY OTHER JURISDICTION TO
COLLECT ON THE BORROWER'S OBLIGATIONS TO HOLDER, TO REALIZE ON ANY COLLATERAL OR
ANY OTHER SECURITY FOR SUCH OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF HOLDER.
MAXIMUM PAYMENTS.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO ESTABLISH OR
REQUIRE THE PAYMENT OF A RATE OF INTEREST OR OTHER CHARGES IN EXCESS OF THE
MAXIMUM PERMITTED BY APPLICABLE LAW.
IN THE EVENT THAT THE RATE OF INTEREST
REQUIRED TO BE PAID OR OTHER CHARGES HEREUNDER EXCEED THE MAXIMUM PERMITTED BY
SUCH LAW, ANY PAYMENTS IN EXCESS OF SUCH MAXIMUM SHALL BE CREDITED AGAINST
AMOUNTS OWED BY THE BORROWER TO THE HOLDER AND THUS REFUNDED TO THE BORROWER.
SECURITY INTEREST.
THE HOLDER OF THIS NOTE HAS BEEN GRANTED A SECURITY INTEREST
IN CERTAIN ASSETS OF THE BORROWER MORE FULLY DESCRIBED IN THE SECURITY
AGREEMENT.
CONSTRUCTION.
EACH PARTY ACKNOWLEDGES THAT ITS LEGAL COUNSEL PARTICIPATED IN
THE PREPARATION OF THIS NOTE AND, THEREFORE, STIPULATES THAT THE RULE OF
CONSTRUCTION THAT AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY
SHALL NOT