RESPECT TO THE MATTERS SET FORTH IN OR ARISING OUT OF THIS
AGREEMENT.
ANY DISPUTE ARISING OUT THIS AGREEMENT WILL BE GOVERNED BY THE LAWS
OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS RULES REGARDING CONFLICTS OF LAW
THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.
9.
BLUE PENCIL.
YOU HEREBY ACKNOWLEDGE
THAT THE PROVISIONS OF THIS AGREEMENT SHALL BE ENFORCED TO THE FULLEST EXTENT
PERMISSIBLE UNDER THE LAW.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
INVALID OR UNENFORCEABLE BY REASON OF BEING VAGUE OR UNREASONABLE AS TO AREA,
DURATION OR SCOPE OF ACTIVITY, THIS AGREEMENT SHALL BECOME AND BE IMMEDIATELY
AMENDED TO ONLY SUCH AREA, DURATION AND SCOPE OF ACTIVITY AS SHALL BE DETERMINED
TO BE REASONABLE AND ENFORCEABLE BY THE COURT OR OTHER BODY HAVING JURISDICTION
OVER THE MATTER
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AND THE PARTIES HERETO AGREE THAT THIS AGREEMENT SHALL BE VALID AND BINDING AS
THOUGH ANY INVALID OR UNENFORCEABLE PROVISION HAD NOT BEEN INCLUDED HEREIN.
10.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON, INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE
COMPANY'S SUCCESSORS AND ASSIGNS.
YOU ACKNOWLEDGE THAT YOUR RIGHTS AND
OBLIGATIONS CONTAINED HEREIN ARE PERSONAL TO YOU AND YOU MAY NOT ASSIGN YOUR
RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT EACH OF THE FUNDS AND
PEGASUS (WITH ITS PRINCIPAL PLACE OF BUSINESS BEING IN NEW YORK, NEW YORK) AND
EACH OF ITS AFFILIATES IS AN INTENDED THIRD PARTY BENEFICIARY OF THIS AGREEMENT.
The foregoing accurately sets forth our agreement with respect to the subject
matter hereof.
DEERFIELD CAPITAL MANAGEMENT LLC
By:
/s/ Robert A. Contreras
Name:
Robert A. Contreras
Title:
General Counsel
Agreed and Accepted:
/s/ Jonathan W. Trutter
Name: Jonathan W. Trutter
Dated: April 9, 2009
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