IT IS IN WRITING, IS SIGNED BY SUCH PARTY, AND SPECIFICALLY REFERS
TO THIS AGREEMENT.
WAIVERS MAY BE MADE IN ADVANCE OR AFTER THE RIGHT WAIVED HAS
ARISEN OR THE BREACH OR DEFAULT WAIVED HAS OCCURRED.
ANY WAIVER MAY BE
CONDITIONAL.
NO WAIVER OF ANY BREACH OF ANY AGREEMENT OR PROVISION HEREIN
CONTAINED SHALL BE DEEMED A WAIVER OF ANY PRECEDING OR SUCCEEDING BREACH THEREOF
NOR OF ANY OTHER AGREEMENT OR PROVISION HEREIN CONTAINED.
NO WAIVER OR
EXTENSION OF TIME FOR PERFORMANCE OF ANY OBLIGATIONS OR ACTS SHALL BE DEEMED A
WAIVER OR EXTENSION OF THE TIME FOR PERFORMANCE OF ANY OTHER OBLIGATIONS OR
ACTS.
7.9.
REMEDIES CUMULATIVE.
IN THE EVENT THAT THE
TRUST FAILS TO OBSERVE OR PERFORM ANY COVENANT OR AGREEMENT TO BE OBSERVED OR
PERFORMED UNDER THIS AGREEMENT, EACH HOLDER OF REGISTRABLE SECURITIES MAY
PROCEED TO PROTECT AND ENFORCE ITS RIGHTS BY SUIT IN EQUITY OR ACTION AT LAW,
WHETHER FOR SPECIFIC PERFORMANCE OF ANY TERM CONTAINED IN THIS AGREEMENT OR FOR
AN INJUNCTION AGAINST THE BREACH OF ANY SUCH TERM OR IN AID OF THE EXERCISE OF
ANY POWER GRANTED IN THIS AGREEMENT OR TO ENFORCE ANY OTHER LEGAL OR EQUITABLE
RIGHT, OR TO TAKE ANY ONE OR MORE OF SUCH ACTIONS, WITHOUT BEING REQUIRED TO
POST A BOND.
NONE OF THE RIGHTS, POWERS OR REMEDIES CONFERRED UNDER THIS
AGREEMENT SHALL BE MUTUALLY EXCLUSIVE, AND EACH SUCH RIGHT, POWER OR REMEDY
SHALL BE CUMULATIVE AND IN ADDITION TO ANY OTHER RIGHT, POWER OR REMEDY, WHETHER
CONFERRED BY THIS AGREEMENT OR NOW OR HEREAFTER AVAILABLE AT LAW, IN EQUITY, BY
STATUTE OR OTHERWISE.
7.10.
WAIVER OF TRIAL BY JURY.
EACH PARTY HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY HOLDER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
7.11.
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT SHALL
FOR ALL PURPOSES BE DEEMED TO BE MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
ANY SUIT, ACTION OR PROCEEDING SEEKING
TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN
CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE
BROUGHT IN ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF NEW YORK, AND EACH
OF THE PARTIES HEREBY CONSENTS TO THE JURISDICTION OF SUCH COURTS (AND OF THE
APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR
PROCEEDING
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WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
PROCESS IN ANY SUCH SUIT, ACTION