This Note shall be binding upon Maker and its successors and permitted assigns, and shall inure to the benefit of the Holder and its successors, transferees and assigns; provided that Maker shall not convey, transfer or assign this Note without, in each case, the prior written consent of the Holder. Any purported conveyance, transfer or assignment by Maker of this Note or Maker’s obligations hereunder without such consent shall be null and void; provided , however , that this Note may be assigned, transferred or negotiated by the Holder to any person or entity at any time without notice to or the consent of Maker. The relationship between Maker and the Holder with respect to this Note is and shall be that of debtor and creditor, respectively, and the Holder has no fiduciary obligation toward Maker with respect to this Note or the transactions contemplated hereby.