RESPECT
TO THE COLLATERAL, WHETHER ESTABLISHED HEREBY OR BY THE NOTES 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 SPECIFICALLY REFERRING TO THIS
AGREEMENT AND 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 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.
8
(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 GOVERNED BY AND CONSTRUED UNDER THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN THE STATE OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO
THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY
AND COUNTY OF NEW YORK FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR ANY
OTHER TRANSACTION DOCUMENT OR IN CONNECTION HEREWITH OR THEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR THEREBY, 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