FURTHER EXERCISE THEREOF.
THE
FAILURE OF THE LENDER TO EXERCISE ANY RIGHT OR REMEDY UNDER THIS NOTE OR
OTHERWISE, OR DELAY IN EXERCISING SUCH RIGHT OR REMEDY, SHALL NOT OPERATE AS A
WAIVER THEREOF.
EVERY RIGHT AND REMEDY OF THE LENDER UNDER ANY DOCUMENT
EXECUTED IN CONNECTION WITH THIS TRANSACTION MAY BE EXERCISED FROM TIME TO TIME
AND AS OFTEN AS MAY BE DEEMED EXPEDIENT BY THE LENDER.
THE COMPANY ACKNOWLEDGES
THAT A BREACH BY IT OF ITS OBLIGATIONS HEREUNDER WILL CAUSE IRREPARABLE HARM TO
THE LENDER AND THAT THE REMEDY AT LAW FOR ANY SUCH BREACH MAY BE INADEQUATE.
THE COMPANY THEREFORE AGREES THAT, IN THE EVENT OF ANY SUCH BREACH OR THREATENED
BREACH, THE LENDER SHALL BE ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE
REMEDIES, TO AN INJUNCTION RESTRAINING ANY BREACH, AND SPECIFIC PERFORMANCE
WITHOUT THE NECESSITY OF SHOWING ECONOMIC LOSS AND WITHOUT ANY BOND OR OTHER
SECURITY BEING REQUIRED.
18.
GOVERNING LAW; JURISDICTION. ALL QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW JERSEY,
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR
RULE (WHETHER OF THE STATE OF NEW JERSEY OR ANY OTHER JURISDICTIONS) THAT WOULD
CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTIONS OTHER THAN THE STATE OF
NEW JERSEY.
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION
OF THE SUPERIOR COURT OF THE STATE OF NEW JERSEY SITTING IN HUDSON COUNTY, NEW
JERSEY AND THE UNITED STATES FEDERAL DISTRICT COURT FOR THE DISTRICT OF NEW
JERSEY SITTING IN NEWARK, NEW JERSEY, FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR THEREWITH, OR WITH ANY TRANSACTION
CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND
AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION
OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH
SUIT, ACTION OR PROCEEDING IS IMPROPER.
EACH PARTY HEREBY IRREVOCABLY WAIVES
PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH
SUIT, ACTION OR PROCEEDING BY MAILING A
COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER THIS
AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
SERVICE OF PROCESS AND NOTICE THEREOF.
NOTHING CONTAINED HEREIN SHALL BE DEEMED
TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
19.
NO INCONSISTENT AGREEMENTS.
NONE OF THE
PARTIES HERETO WILL HEREAFTER ENTER INTO ANY AGREEMENT, WHICH IS INCONSISTENT
WITH THE RIGHTS GRANTED TO THE PARTIES IN THIS NOTE.
20.
THIRD PARTIES.
NOTHING HEREIN EXPRESSED OR
IMPLIED IS INTENDED OR SHALL BE CONSTRUED TO CONFER UPON OR GIVE TO ANY PERSON
OR ENTITY, OTHER THAN THE PARTIES TO THIS NOTE AND THEIR RESPECTIVE PERMITTED
SUCCESSOR AND ASSIGNS, ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS