the notice
to the addressee at the address(es) indicated above by an overnight courier
service. However, such mailing shall in no way alter the time at which the
facsimile notice is deemed received.
14.3.
SEVERABILITY; CONSTRUCTION. THE PARTIES AGREE THAT
IF ANY PROVISION OF THIS AGREEMENT SHALL BE DETERMINED BY ANY COURT OF COMPETENT
JURISDICTION TO BE VOID OR OTHERWISE UNENFORCEABLE, THEN SUCH DETERMINATION
SHALL NOT AFFECT ANY OTHER PROVISION OF THIS AGREEMENT, ALL OF WHICH OTHER
PROVISIONS SHALL REMAIN IN EFFECT. IF ANY PROVISION WERE CAPABLE OF TWO
CONSTRUCTIONS, ONE OF WHICH WOULD RENDER THE PROVISION VALID AND THE OTHER
INVALID, THEN THE PROVISION SHALL HAVE THE MEANING THAT RENDERS IT VALID. IN THE
EVENT THAT ANY PROVISION HEREOF PERTAINING TO FEES, COMMISSIONS OR UNDERWRITING
CRITERIA IS HELD TO BE INVALID, THEN THE PARTIES SHALL ENDEAVOR IN GOOD FAITH
THE REDESIGN THE PROGRAM OR THE TERMS THEREOF IN A MANNER CONSISTENT WITH THE
INTENT AND ECONOMIC EFFECT OF THIS AGREEMENT.
14.4.
WAIVER. NO WAIVER OF ANY BREACH OF THIS AGREEMENT
SHALL BE EFFECTIVE UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE
OF THE WAIVING PARTY. THE WAIVER OF ANY BREACH HEREOF SHALL NOT OPERATE OR BE
CONSTRUED AS A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH.
14.5.
INTEGRATION; SUBORDINATION OF JHTSL OBLIGATIONS.
THIS AGREEMENT, TOGETHER WITH THE SCHEDULES HERETO AND ALL AGREEMENTS OR
DOCUMENTS RELATED HERETO OR DELIVERED HEREUNDER AND THE PROGRAM AGREEMENT
EXPRESS FULLY THE ENTIRE UNDERSTANDING AND AGREEMENT OF THE PARTIES CONCERNING
THE SUBJECT MATTER HEREOF, AND ALL PRIOR UNDERSTANDINGS OR COMMITMENTS OF ANY
KIND, WHETHER ORAL OR WRITTEN, CONCERNING SUCH SUBJECT MATTER ARE HEREBY
SUPERSEDED (OTHER THAN THOSE OBLIGATIONS WHICH, BY THEIR TERMS AND NATURE,
SURVIVE TERMINATION OR EXPIRATION). WHENEVER IT STATES IN THIS AGREEMENT THAT
JHTSL SHALL CAUSE THE EROS TO PERFORM ANY ACT OR DO ANY THING, AND SUCH
PERFORMANCE IS ALSO REQUIRED OF THE ERO BY THE TERMS OF THE REPUBLIC FINANCIAL
PRODUCT AGREEMENT BY AND BETWEEN THE ERO AND REPUBLIC, THE PROVISIONS OF THE
REPUBLIC FINANCIAL PRODUCT AGREEMENT SHALL CONTROL AND JHTSL'S OBLIGATIONS SHALL
BE SUBORDINATE TO THE OBLIGATIONS OF THE ERO.
14.6.
AMENDMENT. THIS AGREEMENT MAY NOT BE AMENDED OR
MODIFIED OTHER THAN BY A WRITTEN AGREEMENT EXECUTED BY BOTH PARTIES.
14.7.
HEADINGS. HEADINGS USED IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND DO NOT DEFINE, INTERPRET, DESCRIBE THE SCOPE
OF OR OTHERWISE AFFECT ANY PROVISION HEREOF.
14
14.8.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ONE
OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF
WHICH, TAKEN TOGETHER, SHALL BE DEEMED ONE AND THE SAME INSTRUMENT.
14.9.
FURTHER ASSURANCES. FROM TIME TO TIME FOLLOWING THE
EXECUTION OF THIS AGREEMENT, EACH PARTY AGREES TO DO SUCH THINGS AND EXECUTE AND
DELIVER SUCH DOCUMENTS AS MAY REASONABLY BE NECESSARY TO EFFECTUATE THE INTENT
AND PURPOSES OF THIS AGREEMENT.
14.10.
NO THIRD PARTY BENEFICIARIES. THIS AGREEMENT HAS BEEN MADE
FOR THE SOLE BENEFIT OF REPUBLIC AND JHTSL AND IS NOT INTENDED TO, AND SHALL