MAY PROVIDE TO THE COMPANY IN ACCORDANCE WITH THIS SECTION 13.
14.
MISCELLANEOUS.
(A)
THIS NOTE SHALL BE BINDING ON AND INURE
TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
THE COMPANY SHALL NOT BE PERMITTED TO ASSIGN THIS NOTE.
(B)
SUBJECT TO SECTION 14(A), NOTHING IN
THIS NOTE SHALL BE CONSTRUED TO GIVE TO ANY PERSON OR CORPORATION OTHER THAN THE
COMPANY AND THE HOLDER ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CAUSE UNDER THIS
NOTE.
18
(C)
GOVERNING LAW; VENUE; WAIVER OF JURY
TRIAL.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND
INTERPRETATION OF THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
EACH PARTY HEREBY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN
THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY
OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE
TRANSACTION DOCUMENTS), 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
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 VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY
(WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR 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.
THE COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.
(D)
THE HEADINGS HEREIN ARE FOR CONVENIENCE
ONLY, DO NOT CONSTITUTE A PART OF THIS NOTE AND SHALL NOT BE DEEMED TO LIMIT OR
AFFECT ANY OF THE PROVISIONS HEREOF.
(E)
IN CASE ANY ONE OR MORE OF THE
PROVISIONS OF THIS NOTE SHALL BE INVALID OR UNENFORCEABLE IN ANY RESPECT, THE
VALIDITY AND ENFORCEABILITY OF THE REMAINING TERMS AND PROVISIONS OF THIS NOTE
SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY AND THE PARTIES WILL
ATTEMPT IN GOOD FAITH TO AGREE UPON A VALID AND ENFORCEABLE PROVISION WHICH
SHALL BE A COMMERCIALLY REASONABLE SUBSTITUTE THEREFOR, AND UPON SO AGREEING,
SHALL INCORPORATE SUCH SUBSTITUTE PROVISION IN THIS NOTE.
(F)
IN THE EVENT OF ANY STOCK SPLIT,
SUBDIVISION, DIVIDEND OR DISTRIBUTION PAYABLE IN SHARES OF COMMON STOCK (OR
OTHER SECURITIES OR RIGHTS CONVERTIBLE INTO, OR ENTITLING THE HOLDER THEREOF TO
RECEIVE DIRECTLY OR INDIRECTLY SHARES OF COMMON STOCK), COMBINATION OR OTHER
SIMILAR RECAPITALIZATION OR EVENT OCCURRING AFTER THE DATE HEREOF, EACH
REFERENCE IN THIS NOTE TO