ASSIGNS.
(I) THIS NOTE SHALL BE BINDING UPON
AND INURE TO THE BENEFIT OF MAKER AND LENDER AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
UPON ANY ENDORSEMENT, ASSIGNMENT, OR OTHER TRANSFER OF THIS
NOTE BY LENDER IN ACCORDANCE WITH LOAN AGREEMENT OR BY OPERATION OF LAW, THE
TERM "LENDER" AS USED HEREIN, SHALL MEAN SUCH ENDORSEE, ASSIGNEE, OR OTHER
TRANSFEREE OR SUCCESSOR TO LENDER THEN BECOMING THE HOLDER OF THIS NOTE.
LENDER
MAY, IN ACCORDANCE WITH THE LOAN AGREEMENT, SELL, ASSIGN, PLEDGE, PARTICIPATE,
TRANSFER OR DELEGATE, AS APPLICABLE, TO ONE OR MORE PERSONS, ALL OR A PORTION OF
ITS RIGHTS AND OBLIGATIONS UNDER THIS NOTE AND THE OTHER LOAN DOCUMENTS TO ANY
PERSON.
ANY ASSIGNEE OR TRANSFEREE OF LENDER SHALL BE ENTITLED TO ALL THE
BENEFITS AFFORDED TO LENDER UNDER THIS NOTE.
(II)
THE TERM "MAKER" AS USED HEREIN
SHALL INCLUDE THE RESPECTIVE SUCCESSORS AND ASSIGNS, LEGAL AND PERSONAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, DEVISEES, LEGATEES AND HEIRS OF
MAKER, IF ANY.
EXCEPT AS SPECIFICALLY SET FORTH IN THE LOAN AGREEMENT, MAKER
SHALL NOT HAVE THE RIGHT TO ASSIGN, DELEGATE OR TRANSFER ITS RIGHTS OR
OBLIGATIONS UNDER THIS NOTE WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, AND ANY
ATTEMPTED ASSIGNMENT, DELEGATION OR TRANSFER WITHOUT SUCH CONSENT SHALL BE NULL
AND VOID.
(iii)
Upon the transfer of this Note in accordance with the
terms hereof, Lender may deliver all the collateral mortgaged, granted, pledged
or assigned pursuant to the Loan Documents, or any part thereof, to the
transferee who shall thereupon become vested with all the rights herein or under
Legal Requirements given to Lender with respect thereto, and Lender shall
thereafter forever be relieved and fully discharged from any liability or
responsibility in the matter; but Lender shall retain all rights hereby given to
it with respect to any liabilities and the collateral not so
transferred.
(H)
CAPTIONS.
ALL PARAGRAPH, SECTION, EXHIBIT AND SCHEDULE
HEADINGS AND CAPTIONS HEREIN ARE USED FOR REFERENCE ONLY AND IN NO WAY LIMIT OR
DESCRIBE THE SCOPE OR INTENT OF, OR IN ANY WAY AFFECT, THIS NOTE.
(I)
COUNTERPARTS.
THIS NOTE MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH, WHEN TAKEN TOGETHER, SHALL
CONSTITUTE ONE BINDING NOTE.
(J)
SEVERABILITY.
THE PROVISIONS OF THIS NOTE ARE SEVERABLE,
AND IF ANY ONE CLAUSE OR PROVISION HEREOF SHALL BE HELD INVALID OR UNENFORCEABLE
IN WHOLE OR IN PART, THEN SUCH INVALIDITY OR UNENFORCEABILITY SHALL AFFECT ONLY
SUCH CLAUSE OR PROVISION, OR PART THEREOF, AND NOT ANY OTHER CLAUSE OR PROVISION
OF THIS NOTE.
4
(K)
GOVERNING LAW.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5‐1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW, WITHOUT REGARD TO CHOICE OF LAW RULES.
MAKER AND LENDER AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE SHALL BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT, IN EITHER
CASE SITTING IN THE COUNTY OF