HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO
THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF THE STATE OF DELAWARE, AND
HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR
CLAIM IN ANY SUCH COURT THAT ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH OF THE PARTIES IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 6.13.
REMEDIES; LIMITATION ON LIABILITY.
(A)
EXCEPT AS
OTHERWISE PROVIDED HEREIN, ANY AND ALL REMEDIES HEREIN EXPRESSLY CONFERRED UPON
A PARTY SHALL BE DEEMED CUMULATIVE WITH AND NOT EXCLUSIVE OF ANY OTHER REMEDY
CONFERRED HEREBY, OR BY LAW OR EQUITY UPON SUCH PARTY, AND THE EXERCISE BY A
PARTY OF ANY ONE REMEDY SHALL NOT PRECLUDE THE EXERCISE OF ANY OTHER REMEDY.
THE PARTIES HERETO AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT
ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH
THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT
THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT
BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS
OF THIS AGREEMENT, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THE
PARTIES ARE ENTITLED AT LAW OR IN EQUITY.
(b)
In no event shall the Issuer have any liability to any Holder or other
Person under this Agreement for any act or failure to act by the Lead Holder in
accordance with the terms hereof, each of which Holder agrees that its sole
remedy, whether at equity or in law, in any such case shall be against the Lead
Holder, and further agrees not to bring any action against the Issuer or any of
Affiliates in connection with any such act or failure to act by the Lead
Holder.
Except in respect of the Issuer's indemnification obligations under
Article V of this Agreement, each Holder (other than the Lead Holder) hereby
assigns to the Lead Holder such Holder's right under this Agreement to bring any
action or to pursue any remedy against the Issuer or any of its Affiliates for
any breach or violation, or any alleged or threatened breach or violation, by
the Issuer of its obligations under this Agreement, and each such Holder (other
than the Lead Holder) hereby agrees not to directly bring any such action or to
pursue any such remedy against the Issuer or any of its Affiliates therefor.
The Issuer agrees not to challenge the standing of the Lead Holder to bring any
such claim or cause of action or pursue any remedy in the name of the Lead
Holder on behalf of a Holder.
Any Holder and the Lead Holder may execute such
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instruments,