NOT IN
LIMITATION OF THOSE PROVIDED BY APPLICABLE LAW. NO FAILURE TO EXERCISE AND NO
DELAY IN EXERCISING, ON THE PART OF THE SECURED PARTY, ANY RIGHT, REMEDY, POWER
OR PRIVILEGE HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE
OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER PRECLUDE
ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT,
REMEDY, POWER OR PRIVILEGE.
8.7
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS AND
EACH SUCH COUNTERPART SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME AGREEMENT. RECEIPT
BY TELECOPY OR PORTABLE DOCUMENT FORMAT OF ANY EXECUTED SIGNATURE PAGE TO THIS
AGREEMENT SHALL CONSTITUTE EFFECTIVE DELIVERY OF SUCH SIGNATURE PAGE.
8.8
SEVERABILITY.
THE ILLEGALITY OR UNENFORCEABILITY OF ANY PROVISION
OF THIS AGREEMENT OR ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER SHALL NOT IN
ANY WAY AFFECT OR IMPAIR THE LEGALITY OR ENFORCEABILITY OF THE REMAINING
PROVISIONS OF THIS AGREEMENT OR ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER.
8.9
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE OTHER ISDA
DOCUMENTS AND THE INTERCREDITOR AGREEMENT, EMBODY THE ENTIRE AGREEMENT AND
UNDERSTANDING AMONG THE PARTIES HERETO AND SUPERSEDE ALL PRIOR OR
CONTEMPORANEOUS REPRESENTATIONS, AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS,
VERBAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ANY
PRIOR ARRANGEMENTS MADE WITH RESPECT TO THE PAYMENT BY ANY GRANTOR OF (OR ANY
INDEMNIFICATION FOR) ANY FEES, COSTS OR EXPENSES PAYABLE TO OR INCURRED (OR TO
BE INCURRED) BY OR ON BEHALF OF THE SECURED PARTY.
8.10
SUCCESSORS; ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON THE
GRANTORS, THE SECURED PARTY AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND
SHALL INURE TO THE BENEFIT OF THE GRANTORS, THE SECURED PARTY AND THE PERMITTED
SUCCESSORS AND ASSIGNS OF THE SECURED PARTY. NO OTHER PERSON SHALL BE A DIRECT
OR INDIRECT LEGAL BENEFICIARY OF, OR HAVE ANY DIRECT OR INDIRECT CAUSE OF ACTION
OR CLAIM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER RELATED
AGREEMENTS. NO GRANTOR MAY ASSIGN OR TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTY.
29
8.11
GOVERNING LAW.
THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF LAW OF THE STATE OF NEW YORK, CONFLICTS OF LAW, OTHER
THAN SECTION 5-1402 AND SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK, TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
8.12
CONSENT TO ARBITRATION.
(A)
ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, RELATING TO, OR
IN CONNECTION WITH THIS CONTRACT, OR THE BREACH, TERMINATION, OR VALIDITY
THEREOF, SHALL BE FINALLY SETTLED BY ARBITRATION.
THE ARBITRATION SHALL BE
CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN
ARBITRATION ASSOCIATION (THE "AAA")