CORPORATION TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN
SIMILAR OR OTHER CIRCUMSTANCES OR CONSTITUTE A WAIVER OF THE RIGHTS OF THE OTHER
PARTIES HERETO TO ANY OTHER OR FURTHER ACTION IN ANY CIRCUMSTANCES WITHOUT
NOTICE OR DEMAND.
15.
AMENDMENTS, WAIVERS AND CONSENTS.
THIS AGREEMENT MAY BE AMENDED,
AND THE OBSERVANCE OF ANY TERM HEREOF MAY BE WAIVED (EITHER RETROACTIVELY OR
PROSPECTIVELY), WITH THE WRITTEN CONSENT OF THE CORPORATION AND EACH OF THE
HOLDERS; PROVIDED THAT ANY AMENDMENT OR WAIVER OF SECTION 4(D), SECTION 13(A) OR
THIS SECTION 15 SHALL ALSO REQUIRE THE WRITTEN CONSENT OF PEGASUS.
NO AMENDMENT
OR WAIVER OF THIS AGREEMENT WILL EXTEND TO OR AFFECT ANY OBLIGATION, COVENANT,
AGREEMENT NOT EXPRESSLY AMENDED OR WAIVED OR THEREBY IMPAIR ANY RIGHT CONSEQUENT
THEREON.
AS USED HEREIN, THE TERM THIS "AGREEMENT" AND REFERENCES THERETO SHALL
MEAN THIS AGREEMENT, AS IT MAY FROM TIME TO TIME BE AMENDED, SUPPLEMENTED OR
MODIFIED.
16.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL,
BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
IT SHALL NOT BE
NECESSARY IN MAKING PROOF OF THIS AGREEMENT TO PRODUCE OR ACCOUNT FOR MORE THAN
ONE SUCH COUNTERPART.
EACH COUNTERPART MAY CONSIST OF A NUMBER OF COPIES
HEREOF, EACH SIGNED BY LESS THAN ALL, BUT TOGETHER SIGNED BY ALL, OF THE PARTIES
HERETO.
SIGNATURES TRANSMITTED VIA TELECOPY (OR OTHER FACSIMILE DEVICE) WILL BE
ACCEPTED AS ORIGINAL SIGNATURES.
17.
HEADINGS.
THE HEADINGS OF THE SECTIONS AND SUBSECTIONS HEREOF ARE
PROVIDED FOR CONVENIENCE ONLY AND SHALL NOT IN ANY WAY AFFECT THE MEANING OR
CONSTRUCTION OF ANY PROVISION OF THIS AGREEMENT.
18.
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.
(A)
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE
OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT
WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH
STATE.
(B)
IF ANY ACTION, PROCEEDING OR LITIGATION SHALL BE BROUGHT BY ANY
PARTY HERETO IN ORDER TO ENFORCE ANY RIGHT OR REMEDY UNDER THIS AGREEMENT THE
PARTIES HEREBY CONSENTS AND WILL SUBMIT, TO THE JURISDICTION OF ANY STALE OR
FEDERAL COURT OF COMPETENT JURISDICTION SITTING WITHIN THE AREA COMPRISING THE
SOUTHERN DISTRICT OF NEW YORK ON THE DATE OF THIS AGREEMENT.
THE CORPORATION
HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, BUT NOT LIMITED TO, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
ACTION, PROCEEDING, OR LITIGATION IN SUCH JURISDICTION.
THE CORPORATION FURTHER
AGREES THAT IT SHALL NOT BRING ANY ACTION, PROCEEDING OR LITIGATION ARISING OUT
OF THIS AGREEMENT IN ANY STATE OR FEDERAL COURT OTHER THAN ANY STATE OR
8
FEDERAL COURT OF COMPETENT JURISDICTION SITTING WITHIN THE AREA COMPRISING THE
SOUTHERN DISTRICT OF NEW YORK ON THE DATE OF