This Note shall be binding upon the Maker and its successors and assigns and the terms hereof shall inure to the benefit of the Holder and its successors and assigns including subsequent holders hereof (colle ctively, “ Assignees ” ), except that the Maker may not assign or transfer any of its rights or obligations under this Note without the prior written consent of the Holder (which consent shall be in the sole and absolute discretion of the Holder).   The term “ Holder ” as used in this Note shall be deemed to include the Holder and its Assignees.  The Holder shall, upon notice to the Maker, have the unrestricted right at any time or from time to time, and without the Maker ’ s consent, to assign all or any portion o f its rights and obligations hereunder to any other person, which shall thereupon become vested with all the powers and rights above given to the Holder in respect thereof; provided, however , that any such assignment or transfer of this Note shall be made in accordance with all applicable securities laws, including but not limited to the Act.  The Maker agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other documents, ins truments and agreements executed in connection herewith as the Holder shall reasonably deem necessary to effect the foregoing.