WILL BE IN WRITING AND WILL BE
DEEMED GIVEN AND EFFECTIVE ON THE EARLIEST OF (A) THE DATE OF TRANSMISSION IF
SUCH NOTICE OR COMMUNICATION IS DELIVERED BY FAX PRIOR TO 5:30 P.M. (PACIFIC
TIME) ON A BUSINESS DAY, (B) THE NEXT BUSINESS DAY AFTER THE DATE OF
TRANSMISSION IF SUCH NOTICE OR COMMUNICATION IS DELIVERED VIA FAX ON A DAY THAT
IS NOT A BUSINESS DAY OR LATER THAN 5:30 P.M. (PACIFIC TIME) ON A BUSINESS DAY,
(C) THE 2ND BUSINESS DAY AFTER THE DATE OF MAILING IF SENT BY U.S. NATIONALLY
RECOGNIZED OVERNIGHT COURIER SERVICE, OR (D) UPON ACTUAL RECEIPT BY THE PARTY TO
WHOM SUCH NOTICE IS REQUIRED TO BE GIVEN. THE FACSIMILE NUMBER AND ADDRESS FOR
SUCH NOTICES AND COMMUNICATIONS ARE AS SET FORTH ON THE SIGNATURE PAGES HERETO
OR AS OTHERWISE NOTIFIED BY ANY PARTY TO THE OTHERS IN ACCORDANCE HEREWITH FROM
TIME TO TIME.
7.4
AMENDMENTS; WAIVERS.
NO WAIVER OR ANY RIGHT UNDER THIS AGREEMENT
WILL BE EFFECTIVE UNLESS SET FORTH IN A WRITING SIGNED BY THE PARTY WAIVING SUCH
RIGHT. NO WAIVER OF ANY DEFAULT UNDER THIS AGREEMENT WILL BE DEEMED TO BE A
CONTINUING WAIVER OR A WAIVER OF ANY SUBSEQUENT DEFAULT OR A WAIVER OF ANY OTHER
PROVISION, CONDITION OR REQUIREMENT HEREOF, NOR WILL ANY DELAY OR OMISSION OF
ANY PARTY TO EXERCISE ANY RIGHT HEREUNDER IN ANY MANNER IMPAIR THE EXERCISE OF
ANY SUCH RIGHT.
7.5
HEADINGS.
THE HEADINGS HEREIN ARE FOR CONVENIENCE ONLY, DO NOT
CONSTITUTE A PART OF THIS AGREEMENT AND DO NOT LIMIT, EXPAND OR MODIFY THE
MEANING HEREOF.
7.6
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT BINDS AND BENEFITS THE
PARTIES AND THEIR SUCCESSORS AND PERMITTED ASSIGNS.
ISSUER MAY NOT TRANSFER OR
ASSIGN ITS RIGHTS OR OBLIGATIONS HEREUNDER, BUT EACH PURCHASER, SUBJECT TO
SECTION 5.1, MAY ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO ANY
PERSON.
7.7
NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNS AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON.
7.8
GOVERNING LAW; FORUM; JURY TRIAL WAIVER. (A) THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK.
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS SITTING IN THE CITY AND COUNTY OF NEW YORK FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR ANY OTHER TRANSACTION DOCUMENT OR IN
CONNECTION HEREWITH OR THEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
THEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT,
ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE