AND BY THE PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
13
(E)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT
ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT
THE MEANING HEREOF.
(F)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
(G)
NO INCONSISTENT AGREEMENTS.
THE COMPANY HAS
NOT AND SHALL NOT, ON OR AFTER THE DATE OF THIS AGREEMENT, ENTER INTO ANY
AGREEMENT THAT IS INCONSISTENT WITH THE RIGHTS GRANTED TO THE HOLDERS IN THIS
AGREEMENT OR OTHERWISE CONFLICTS WITH THE PROVISIONS HEREOF.
THE COMPANY HAS
NOT PREVIOUSLY ENTERED INTO ANY AGREEMENT WHICH REMAINS IN EFFECT GRANTING ANY
REGISTRATION RIGHTS WITH RESPECT TO ANY OF ITS DEBT SECURITIES TO ANY PERSON.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WITHOUT THE WRITTEN CONSENT OF
THE HOLDERS OF A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE THEN OUTSTANDING
REGISTRABLE SECURITIES, THE COMPANY SHALL NOT GRANT TO ANY PERSON THE RIGHT TO
REQUEST THE COMPANY TO REGISTER ANY DEBT SECURITIES OF THE COMPANY UNDER THE
SECURITIES ACT UNLESS THE RIGHTS SO GRANTED ARE NOT IN CONFLICT OR INCONSISTENT
WITH THE PROVISIONS OF THIS AGREEMENT.
(H)
NO PIGGYBACK ON REGISTRATIONS.
NEITHER THE
COMPANY, NOR ANY OF ITS SECURITY HOLDERS (OTHER THAN THE HOLDERS OF REGISTRABLE
SECURITIES IN SUCH CAPACITY) SHALL HAVE THE RIGHT TO INCLUDE ANY SECURITIES OF
THE COMPANY IN ANY SHELF REGISTRATION STATEMENT OTHER THAN REGISTRABLE
SECURITIES.
(I)
SEVERABILITY.
THE REMEDIES PROVIDED
HEREIN ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW.
IF ANY
TERM, PROVISION, COVENANT OR RESTRICTION OF THIS AGREEMENT IS HELD BY A COURT OF
COMPETENT JURISDICTION TO BE INVALID, ILLEGAL, VOID OR UNENFORCEABLE, THE
REMAINDER OF THE TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS SET FORTH HEREIN
SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED
OR INVALIDATED, AND THE PARTIES HERETO SHALL USE THEIR REASONABLE EFFORTS TO
FIND AND EMPLOY AN ALTERNATIVE MEANS TO ACHIEVE THE SAME OR SUBSTANTIALLY THE
SAME RESULT AS THAT CONTEMPLATED BY SUCH TERM, PROVISION, COVENANT OR
RESTRICTION.
IT IS HEREBY STIPULATED AND DECLARED TO BE THE INTENTION OF THE
PARTIES THAT THEY WOULD HAVE EXECUTED THE REMAINING TERMS, PROVISIONS, COVENANTS
AND RESTRICTIONS WITHOUT INCLUDING ANY OF SUCH THAT MAY BE HEREAFTER DECLARED
INVALID, ILLEGAL, VOID OR UNENFORCEABLE.
(J)
REMEDIES.
IN THE EVENT OF A BREACH BY
THE COMPANY, OR BY ANY HOLDER OF ANY OF THEIR OBLIGATIONS UNDER THIS AGREEMENT,
EACH HOLDER OR THE COMPANY, AS THE CASE MAY BE, IN ADDITION TO BEING ENTITLED TO
EXERCISE ALL RIGHTS GRANTED BY LAW, INCLUDING RECOVERY OF DAMAGES (OTHER THAN
THE RECOVERY OF DAMAGES FOR A BREACH BY THE COMPANY OF ITS OBLIGATIONS UNDER
SECTION 2 OR 4 HEREOF FOR WHICH THE ADDITIONAL INTEREST DESCRIBED IN SECTION 3
HEREOF SHALL BE THE SOLE AND EXCLUSIVE