terminating on, and including, the Maturity Date.
SECTION 7. MISCELLANEOUS.
(A)
SEVERABILITY. IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF
THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID
OR UNENFORCEABLE, THE REMAINDER OF THE TERMS, PROVISIONS, COVENANTS AND
OBLIGATIONS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL IN
NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED.
(B)
ASSIGNMENT. NEITHER THE RIGHTS UNDER THIS AGREEMENT NOR THE
OBLIGATIONS CREATED BY THIS AGREEMENT SHALL BE ASSIGNABLE OR DELEGABLE, IN WHOLE
OR IN PART, BY EITHER PARTY HEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER, AND ANY ATTEMPT TO ASSIGN OR DELEGATE ANY RIGHTS OR OBLIGATIONS ARISING
UNDER THIS AGREEMENT WITHOUT SUCH CONSENT SHALL BE VOID.
(C)
WAIVERS, ETC. NO FAILURE OR DELAY ON THE PART OF EITHER PARTY IN
EXERCISING ANY POWER OR RIGHT HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY
20
SUCH RIGHT OR POWER, OR ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE
SUCH A RIGHT OR POWER, PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT OR POWER. NO AMENDMENT, MODIFICATION OR WAIVER OF
ANY PROVISION OF THIS AGREEMENT NOR CONSENT TO ANY DEPARTURE BY EITHER PARTY
THEREFROM SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING,
AND, IN THE CASE OF A WAIVER OR CONSENT, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN.
(D)
BENEFICIARIES. THIS AGREEMENT SHALL BE
BINDING UPON, AND INURE SOLELY TO THE BENEFIT OF, THE COMPANY AND THE DEALER AND
NO OTHER PERSON SHALL ACQUIRE ANY RIGHTS HEREUNDER. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE DEALER'S OBLIGATIONS UNDER SECTION 3(B)(I) ARE
SOLELY FOR THE BENEFIT OF THE COMPANY AND NOT THE HOLDERS OF ANY OF THE
COMPANY'S SECURITIES.
(E)
CHANGES OF LAW. IF, DUE TO ANY CHANGE IN
APPLICABLE LAW OR REGULATIONS OR THE INTERPRETATION THEREOF BY ANY COURT OF LAW
OR OTHER BODY HAVING JURISDICTION SUBSEQUENT TO THE DATE OF THIS AGREEMENT,
PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY SHALL BECOME IMPRACTICABLE OR IMPOSSIBLE, THE PARTIES HERETO SHALL USE
THEIR BEST EFFORTS TO FIND AND EMPLOY AN ALTERNATIVE MEANS TO ACHIEVE THE SAME
OR SUBSTANTIALLY THE SAME RESULT AS THAT CONTEMPLATED BY SUCH PROVISION.
(F)
CONFIDENTIALITY. SUBJECT (I) TO ANY
CONTRARY REQUIREMENT OF LAW OR APPLICABLE REGULATOR, (II) TO THE RIGHT OF EACH
PARTY TO ENFORCE ITS RIGHTS HEREUNDER IN ANY LEGAL ACTION AND (III) IN THE CASE
OF THE COMPANY, TO THE DETERMINATION BY ITS COUNSEL THAT DISCLOSURE IS
APPROPRIATE OR NECESSARY, EACH PARTY SHALL KEEP STRICTLY CONFIDENTIAL AND SHALL
CAUSE ITS EMPLOYEES AND AGENTS TO KEEP STRICTLY CONFIDENTIAL THE TERMS OF THIS
AGREEMENT AND ANY INFORMATION OF OR CONCERNING THE OTHER PARTY WHICH IT OR ANY
OF ITS AGENTS OR EMPLOYEES MAY ACQUIRE PURSUANT TO, OR IN THE COURSE OF
PERFORMING ITS OBLIGATIONS UNDER, ANY PROVISION OF THIS AGREEMENT.