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 EARLIER OF THE COMPANY'S
ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
POSTAGE PREPAID.
(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.
4.8
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.
4.9
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 COMPANY TO THE HOLDER AND
THUS REFUNDED TO THE COMPANY.
4.10
SECURITY INTEREST AND GUARANTEE. THE HOLDER HAS
BEEN GRANTED A SECURITY INTEREST (I) IN CERTAIN ASSETS OF THE COMPANY AND ITS
SUBSIDIARIES AS MORE FULLY DESCRIBED IN THE MASTER SECURITY AGREEMENT DATED AS
OF THE DATE HEREOF AND (II) IN THE EQUITY INTERESTS OF THE COMPANIES'
SUBSIDIARIES PURSUANT TO THE STOCK PLEDGE AGREEMENT DATED AS OF THE DATE HEREOF.
THE OBLIGATIONS OF THE COMPANY UNDER THIS NOTE ARE GUARANTEED BY CERTAIN
SUBSIDIARIES OF THE COMPANY PURSUANT TO THE SUBSIDIARY GUARANTY DATED AS OF THE
DATE HEREOF.
6
4.11
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