PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE
PARTIES.
NO WAIVER OF ANY PROVISION OF THIS AGREEMENT, AND NO CONSENT TO ANY
DEPARTURE BY GRANTOR HEREFROM, SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME
SHALL BE IN WRITING AND SIGNED BY SECURED PARTY, AND THEN SUCH WAIVER OR CONSENT
SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE
FOR WHICH GIVEN, PROVIDED THAT ANY PARTY MAY GIVE A WAIVER IN WRITING AS TO
ITSELF. NO AMENDMENT OF ANY PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE
UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY BOTH GRANTOR AND SECURED
PARTY.
13. GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.
ALL QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF
94
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER
JURISDICTIONS) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTIONS
OTHER THAN THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF
NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
HEREIN, 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 OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER
THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED
TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.
14. ADDRESSES FOR NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR
HEREUNDER (A) SHALL BE GIVEN IN THE FORM AND MANNER SET FORTH IN THE WARRANT AND
(B) SHALL BE DELIVERED, (I) IN THE CASE OF NOTICE TO GRANTOR, BY DELIVERY OF
SUCH NOTICE TO GRANTOR AT ITS ADDRESS SPECIFIED IN THE WARRANT OR AT SUCH OTHER
ADDRESS AS SHALL BE DESIGNATED BY GRANTOR IN A WRITTEN NOTICE TO SECURED PARTY
IN ACCORDANCE WITH THE PROVISIONS THEREOF, AND (II) IN THE CASE OF NOTICE TO
SECURED PARTY, BY