FOR MAKING THEIR OWN INDEPENDENT JUDGMENTS WITH RESPECT TO
ANY SUCH TRANSACTIONS. THE COMPANY HEREBY WAIVES AND RELEASES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY CLAIMS THAT THE COMPANY MAY HAVE AGAINST THE
PLACEMENT AGENT WITH RESPECT TO ANY BREACH OR ALLEGED BREACH OF ANY FIDUCIARY OR
SIMILAR DUTY TO THE COMPANY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT OR ANY MATTERS LEADING UP TO SUCH TRANSACTIONS.
13.
HEADINGS.
THE SECTION HEADINGS IN THIS AGREEMENT HAVE BEEN
INSERTED AS A MATTER OF CONVENIENCE OF REFERENCE AND ARE NOT A PART OF THIS
AGREEMENT.
14.
ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS.
THIS AGREEMENT,
TOGETHER WITH THAT CERTAIN ENGAGEMENT LETTER, DATED JUNE 30, 2006, BY AND
BETWEEN THE COMPANY AND YOU, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES HERETO PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR
AND CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS,
WHETHER ORAL OR WRITTEN, OF THE PARTIES, AND THERE ARE NO WARRANTIES,
REPRESENTATIONS OR OTHER AGREEMENTS AMONG THE PARTIES IN CONNECTION WITH THE
SUBJECT MATTER HEREOF EXCEPT AS SET FORTH SPECIFICALLY HEREIN OR CONTEMPLATED
HEREBY.
NO SUPPLEMENT, MODIFICATION OR WAIVER OF THIS AGREEMENT SHALL BE
BINDING UNLESS EXECUTED IN WRITING BY THE PARTY TO BE BOUND THEREBY. THE FAILURE
OF A PARTY TO EXERCISE ANY RIGHT OR REMEDY SHALL NOT BE DEEMED OR CONSTITUTE A
WAIVER OF SUCH RIGHT OR REMEDY IN THE FUTURE. NO WAIVER OF ANY OF THE PROVISIONS
OF THIS AGREEMENT SHALL BE DEEMED OR SHALL CONSTITUTE A WAIVER OF ANY OTHER
PROVISION HEREOF (REGARDLESS OF WHETHER SIMILAR), NOR SHALL ANY SUCH WAIVER
CONSTITUTE A CONTINUING WAIVER UNLESS OTHERWISE EXPRESSLY PROVIDED.
15.
SUBMISSION TO JURISDICTION. EXCEPT AS SET FORTH BELOW, NO
PROCEEDING MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE
COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH
COURTS SHALL HAVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE
COMPANY AND THE PLACEMENT AGENT EACH HEREBY CONSENTS TO THE JURISDICTION OF SUCH
COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED UPON CONTRACT, TORT OR
OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE COMPANY
AGREES THAT A FINAL AND NO-LONGER-APPEALABLE JUDGMENT IN ANY SUCH PROCEEDING
BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND
MAY BE ENFORCED IN ANY OTHER COURTS IN THE JURISDICTION OF WHICH THE COMPANY IS
OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.
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16.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS AND, IF EXECUTED IN MORE THAN ONE COUNTERPART, THE EXECUTED
COUNTERPARTS SHALL EACH BE DEEMED TO BE AN ORIGINAL AND ALL SUCH COUNTERPARTS
SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
DELIVERY OF AN EXECUTED
COUNTERPART BY FACSIMILE SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART