THE DEBENTURES OR BY ANY OTHER AGREEMENTS, INSTRUMENTS OR DOCUMENTS OR BY LAW
SHALL BE CUMULATIVE AND MAY BE EXERCISED SINGLY OR CONCURRENTLY.
(C)
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND IS
INTENDED TO SUPERSEDE ALL PRIOR NEGOTIATIONS, UNDERSTANDINGS AND AGREEMENTS WITH
RESPECT THERETO.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NO
PROVISION OF THIS AGREEMENT MAY BE MODIFIED OR AMENDED EXCEPT BY A WRITTEN
AGREEMENT SIGNED BY THE PARTIES HERETO.
(D)
IN THE EVENT THAT ANY PROVISION OF THIS
AGREEMENT IS HELD TO BE INVALID, PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION
FOR ANY REASON, UNLESS SUCH PROVISION IS NARROWED BY JUDICIAL CONSTRUCTION, THIS
AGREEMENT SHALL, AS TO SUCH JURISDICTION, BE CONSTRUED AS IF SUCH INVALID,
PROHIBITED OR UNENFORCEABLE PROVISION HAD BEEN MORE NARROWLY DRAWN SO AS NOT TO
BE
15
invalid, prohibited or unenforceable.
If, notwithstanding the foregoing, any
provision of this Agreement is held to be invalid, prohibited or unenforceable
in any jurisdiction, such provision, as to such jurisdiction, shall be
ineffective to the extent of such invalidity, prohibition or unenforceability
without invalidating the remaining portion of such provision or the other
provisions of this Agreement and without affecting the validity or
enforceability of such provision or the other provisions of this Agreement in
any other jurisdiction.
(E)
NO WAIVER OF ANY BREACH OR DEFAULT OR ANY
RIGHT UNDER THIS AGREEMENT SHALL BE CONSIDERED VALID UNLESS IN WRITING AND
SIGNED BY THE PARTY GIVING SUCH WAIVER, AND NO SUCH WAIVER SHALL BE DEEMED A
WAIVER OF ANY SUBSEQUENT BREACH OR DEFAULT OR RIGHT, WHETHER OF THE SAME OR
SIMILAR NATURE OR OTHERWISE.
(F)
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF EACH PARTY HERETO AND ITS SUCCESSORS AND ASSIGNS.
(G)
EACH PARTY SHALL TAKE SUCH FURTHER ACTION
AND EXECUTE AND DELIVER SUCH FURTHER DOCUMENTS AS MAY BE NECESSARY OR
APPROPRIATE IN ORDER TO CARRY OUT THE PROVISIONS AND PURPOSES OF THIS AGREEMENT.
(H)
THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THE
VALIDITY, PERFECTION OR ENFORCEMENT OF A SECURITY INTEREST HEREUNDER IN RESPECT
OF ANY PARTICULAR COLLATERAL WHICH ARE GOVERNED BY A JURISDICTION OTHER THAN THE
STATE OF NEW YORK IN WHICH CASE SUCH LAW SHALL GOVERN.
EACH OF THE PARTIES
HERETO IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE
OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND THE PARTIES HERETO
HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT.
THE
PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
THE PARTIES HERETO FURTHER
WAIVE ANY OBJECTION