This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida. each of the parties hereto hereby consents to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Palm Beach county, STATE OF FLORIDA, solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated herein, and hereby waives, and agrees not to assert, as a defense in any action for the interpretation or enforcement hereof, that it is not subject thereto or that such action may not be brought or is not maintainable in said courts or that the venue thereof may not be applicable or that this Agreement may not be enforced in or by said courts, and the parties hereto irrevocably agree that all claims with respect to such action shall be heard and determined in said courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute.