TO
HEAR AND DETERMINE ANY CLAIMS OR
DISPUTES BETWEEN THE
COMPANY, ON THE ONE HAND, AND THE HOLDER, ON THE
OTHER HAND,
PERTAINING TO THIS NOTE OR ANY OF THE OTHER RELATED
AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
NOTE OR ANY OF THE RELATED AGREEMENTS; PROVIDED, THAT THE
COMPANY
ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS
MAY HAVE TO BE HEARD
BY A COURT LOCATED OUTSIDE OF THE COUNTY
OF NEW YORK, STATE OF NEW
YORK; AND FURTHER PROVIDED, THAT
NOTHING IN THIS NOTE SHALL BE DEEMED
OR OPERATE TO PRECLUDE
THE HOLDER FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN
ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO
REALIZE
ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS,
6
OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
HOLDER.
THE COMPANY EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO
SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED
IN ANY SUCH COURT,
AND THE COMPANY HEREBY WAIVES ANY
OBJECTION WHICH IT MAY HAVE BASED
UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS. THE
COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS,
COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR
SUIT
AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER
PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED
TO THE COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE
AGREEMENT AND
THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE COMPANY'S
ACTUAL RECEIPT THEREOF.
(c)
THE COMPANY DESIRES THAT
ITS DISPUTES BE
RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE,
TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE
JUDICIAL
SYSTEM AND OF ARBITRATION, THE COMPANY HERETO WAIVES ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING
BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT,
TORT, OR
OTHERWISE BETWEEN THE HOLDER AND THE COMPANY
ARISING OUT OF,
CONNECTED WITH, RELATED OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS
NOTE, ANY OTHER RELATED
AGREEMENT OR THE TRANSACTIONS
RELATED HERETO OR THERETO.
3.9
Severability. 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 enforceability of any other provision of this
Note.
3.10
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 rate permitted by such law, any payments in excess of
such maximum rate
shall be credited against amounts owed by the