prior written consent of the Company.
Any
instrument purporting to make an assignment in violation of this Section 18
shall be void.
21.
Survival.
Unless otherwise expressly provided herein, all
representations warranties, agreements and covenants contained in this Note
shall survive the execution hereof and shall remain in full force and effect
until the payment in full of all Principal and accrued and unpaid Interest and
all other amounts owing under this Note.
22.
Miscellaneous.
This Note shall inure to the benefit of the
Company and the Holder, and all their respective successors and permitted
assigns.
Nothing in this Note is
22
intended or shall be construed to give to any other person, firm or corporation
any legal or equitable right, remedy or claim under or in respect of this Note
or any provision herein contained.
23.
GOVERNING LAW.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY
CHOICE OR CONFLICT OF LAWS PROVISIONS).
24.
CONSENT TO JURISDICTION.
(a)
THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE FEDERAL
COURTS SITTING IN THE STATE OF NEW YORK.
THE COMPANY AGREES THAT ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS
CONTEMPLATED HEREBY MUST BE LITIGATED EXCLUSIVELY IN ANY SUCH STATE OR FEDERAL
COURT THAT SITS IN THE CITY OF NEW YORK, AND ACCORDINGLY, THE COMPANY
IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH LITIGATION IN ANY SUCH COURT.
(b)
THE COMPANY HEREBY ACKNOWLEDGES THAT IT HAS EXECUTED AND DELIVERED
TO THE HOLDER THE CONFESSION OF JUDGMENT ATTACHED HERETO AS ANNEX B.
THE
COMPANY HEREBY AGREES THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT SUCH
CONFESSION OF JUDGMENT MAY BE ENTERED IN THE STATE OF NEW YORK AND ASSIGNED TO,
OR REGISTERED IN, ANY OTHER STATE OR OTHER JURISDICTION, INCLUDING, WITHOUT
LIMITATION, THE STATE OF NEW YORK, IN ORDER TO PERMIT HOLDER TO ENFORCE ITS
RIGHTS UNDER THIS NOTE, AND THE COMPANY HEREBY CONSENTS TO SUCH ASSIGNMENT AND
REGISTRATION.
25.
WAIVER OF JURY TRIAL.
THE COMPANY HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE.
THE COMPANY (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF THE HOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
THE HOLDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE HOLDER HAS BEEN INDUCED TO ENTER
INTO THIS NOTE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 25.
26.
Attorneys' Fees.
In the event that any suit or action is
instituted to enforce any provision in this Note, the prevailing party in such