ANY SUCH WAIVER IS SOUGHT.
NO WAIVER OF ANY DEFAULT
WITH RESPECT TO ANY PROVISION, CONDITION OR REQUIREMENT OF THIS AGREEMENT SHALL
BE DEEMED TO BE A CONTINUING WAIVER IN THE FUTURE OR A WAIVER OF ANY SUBSEQUENT
DEFAULT OR A WAIVER OF ANY OTHER PROVISION, CONDITION OR REQUIREMENT HEREOF, NOR
SHALL ANY DELAY OR OMISSION OF EITHER PARTY TO EXERCISE ANY RIGHT HEREUNDER IN
ANY MANNER IMPAIR THE EXERCISE OF ANY SUCH RIGHT.
NOTWITHSTANDING THE
FOREGOING, A WAIVER OR CONSENT TO DEPART FROM THE PROVISIONS HEREOF WITH RESPECT
TO A MATTER THAT RELATES EXCLUSIVELY TO THE RIGHTS OF PURCHASERS UNDER
ARTICLE VI AND THAT DOES NOT DIRECTLY OR INDIRECTLY AFFECT THE RIGHTS OF OTHER
PURCHASERS MAY BE GIVEN BY PURCHASERS HOLDING AT LEAST A MAJORITY OF THE
REGISTRABLE SECURITIES TO WHICH SUCH WAIVER OR CONSENT RELATES.
CONSTRUCTION.
THE HEADINGS HEREIN ARE FOR CONVENIENCE ONLY, DO NOT CONSTITUTE A
PART OF THIS AGREEMENT AND SHALL NOT BE DEEMED TO LIMIT OR AFFECT ANY OF THE
PROVISIONS HEREOF.
THE LANGUAGE USED IN THIS AGREEMENT WILL BE DEEMED TO BE THE
LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT, AND NO RULES OF
STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND PERMITTED ASSIGNS.
THE COMPANY
MAY NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE
PRIOR WRITTEN CONSENT OF THE PURCHASERS. ANY PURCHASER MAY ASSIGN ITS RIGHTS
UNDER THIS AGREEMENT TO ANY PERSON TO WHOM SUCH PURCHASER ASSIGNS OR TRANSFERS
ANY SECURITIES, PROVIDED SUCH TRANSFEREE AGREES IN WRITING TO BE BOUND, WITH
RESPECT TO THE TRANSFERRED SECURITIES, BY THE PROVISIONS HEREOF THAT APPLY TO
THE "PURCHASERS."
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SECURITIES
MAY BE ASSIGNED TO ANY PERSON IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE BENEFIT OF THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS AND IS NOT
FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED BY, ANY OTHER
PERSON, EXCEPT THAT EACH RELATED PERSON IS AN INTENDED THIRD PARTY BENEFICIARY
OF SECTION 4.8 AND EACH INDEMNIFIED PARTY IS AN INTENDED THIRD PARTY BENEFICIARY
OF SECTION 6.4 AND (IN EACH CASE) MAY ENFORCE THE PROVISIONS OF SUCH SECTIONS
DIRECTLY AGAINST THE PARTIES WITH OBLIGATIONS THEREUNDER.
GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.
ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS. THE COMPANY AND PURCHASERS HEREBY IRREVOCABLY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF
CHICAGO, COUNTY OF COOK FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE
COMPANY OR ANY PURCHASER HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO
THE ENFORCEMENT