Exhibit
      10.16

    


    EXECUTION
      COPY

    


    COLLATERALIZED
      TRUST AGREEMENT

    


    THIS
      COLLATERALIZED TRUST AGREEMENT dated
      as
      of November 25, 2008 (this “Agreement”),
      by
      and among Kinro, Inc., an Ohio corporation ("Kinro"),
      and
      Lippert Components, Inc., a Delaware corporation (“Lippert
      Components”
and
      together with Kinro, each a “Co-Issuer”
and
      collectively the “Co-Issuers”),
      and
      Prudential Investment Management, Inc. (“Prudential”)
      and
      each of the holders from time to time of the Notes (as defined below)
      (Prudential and each such holder are collectively referred to herein as, the
      “Noteholders”),
      and
      JPMorgan Chase Bank, N.A., as security trustee for the Noteholders (in such
      capacity, the “Trustee”).
      

     

    WHEREAS,
      the
      Co-Issuers entered into a certain Note Purchase and Private Shelf Agreement,
      dated as of February 11, 2005 by and among the Co-Issuers and Drew Industries
      Incorporated, a Delaware corporation (the “Parent”),
      on
      the one hand, and the Noteholders on the other hand (the “Original
      Note Agreement”),
      pursuant to which the Co-Issuers issued promissory notes in the original
      aggregate principal amount of $20,000,000 (the “2005
      Notes”),
      as
      amended and restated by that certain Amended and Restated Note Purchase and
      Private Shelf Agreement dated as of June 13, 2006 by and among the Co-Issuers,
      the Parent, the Noteholders and the holders of the 2006 Notes (as defined below)
      (the “Existing
      Note Agreement”),
      pursuant to which the Co-Issuers issued promissory notes in the original
      principal amount of $15,000,000 (the “2006
      Notes”)
      (the
      2006 Notes have since been repaid in full and are no longer outstanding);
      and

     

    WHEREAS,
      pursuant
      to a Second Amended and Restated Note Purchase and Private Shelf Agreement,
      dated as of the date hereof, (as amended, restated, modified and supplemented
      from time to time, the “Note
      Purchase Agreement”),
      by
      and among the Co-Issuers and the Parent, on the one hand, and the Noteholders,
      on the other hand, which provides, among other things, for the amendment and
      restatement of that certain Existing Note Agreement, Prudential and the
      Prudential Affiliates (collectively, the “Purchasers”)
      may,
      in their sole discretion and within limits which may be prescribed for purchase
      by them from time to time, purchase senior secured promissory notes issued
      by
      the Co-Issuers in an aggregate principal amount of up to $125,000,000 (the
      “Shelf
      Notes”,
      and
      together with the 2005 Notes, the “Notes”),
      upon
      the terms and subject to the conditions set forth therein; and

     

    WHEREAS,
      pursuant
      to that certain Pledge Agreement dated as of February 11, 2005, by and among
      the
      Trustee and each of the pledgors (the “Pledgors”)
      listed
      on Schedule A hereof (as such Schedule A shall be amended, modified and
      supplemented from time to time), as amended by that certain Confirmation,
      Reaffirmation and Amendment of Pledge Agreement dated as of the date hereof
      by
      and among the Trustee and each of the Pledgors (as amended, restated, modified
      and supplemented from time to time, the “Pledge
      Agreement”),
      the
      Pledgors have granted to the Trustee for the benefit of the Noteholders certain
      Collateral (as such term is defined in the Pledge Agreement) to secure the
      obligations and liabilities of the Pledgors under and in respect of the Note
      Purchase Agreement and the Notes; and


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    WHEREAS,
      simultaneously
      with the execution and delivery hereof, the Trustee is entering into an Amended
      and Restated Intercreditor Agreement dated as of the date hereof by and among
      the Trustee, the Noteholders, the Bank Lenders and JPMorgan Chase Bank, N.A.,
      in
      its capacity as collateral agent for the Bank Lenders and as administrative
      agent for the Bank Lenders (as amended, restated, modified or supplemented
      from
      time to time, the “Amended
      and Restated Intercreditor
      Agreement”)
      which
      provides, among other things, for the amendment and restatement of that certain
      Intercreditor Agreement dated as of February 11, 2005, and sets forth the
      relative rights and priorities of the parties thereto; and

     

    WHEREAS,
      the
      Trustee hereby accepts its appointment as security trustee for the benefit
      of
      the Noteholders in accordance with the terms herein described;

     

    NOW
      THEREFORE, in
      consideration of the mutual agreements herein contained, and for other good
      and
      valuable consideration the receipt and sufficiency of which is hereby
      acknowledged, each of the Noteholders and the Trustee hereby mutually undertake,
      promise and agree as follows:

     

    SECTION
      1. DEFINITIONS.

     

    As
      used
      herein, the following terms shall have the following meanings (capitalized
      terms
      used herein without definition shall have the respective meanings set forth
      in
      the Note Purchase Agreement):

     

    “Collateral”
      shall
      have the meanings assigned to such term in the Pledge Agreement.

     

    “Eligible
      Trustee”
      shall
      mean a depository institution organized under the laws of the United States
      or
      any state thereof which (a) has a net worth in excess of $250,000,000 and (i)
      the deposits of which are insured by the FDIC and subject to regulation by
      federal or state banking authorities and (ii) whose long-term debt obligations
      are rated in one of the three highest rating categories by at least two
      Nationally Recognized Statistical Rating Organizations (or whose holding company
      has such a rating) or (b) is otherwise acceptable to the Required
      Holders.

     

    “Nationally
      Recognized Statistical Rating Organizations”
      shall
      mean Duff & Phelps Credit Rating Co., Moody’s Investors Service, Inc. or
      Standard & Poor’s.

    


    “Obligations”
      shall
      have the meanings assigned to such term in the Pledge Agreement.

     

    “Responsible
      Officer”
      shall
      mean any officer of the Trustee with direct responsibility for the
      administration of the relevant portion of this Agreement.

     

    
      
         

      

      
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    SECTION
      2. APPOINTMENT;
      DUTIES; OTHER MATTERS.

     

    Section
      2.1 Appointment. Each
      of
      the Noteholders hereby irrevocably appoints, subject to removal as provided
      in
      Section 2.7 hereof, JPMorgan Chase Bank, N.A., as security trustee for the
      benefit of the Noteholders hereunder and under the Amended and Restated
      Intercreditor Agreement and the Pledge Agreement with such powers as are
      specifically delegated to the Trustee by the terms hereof, together with such
      other powers as are reasonably incidental thereto, and JPMorgan Chase Bank,
      N.A., in its individual capacity, hereby accepts such appointment, subject
      to
      the terms hereof. During the term of this Agreement, the Trustee shall (i)
      subject to the terms of the Pledge Agreement, hold and safeguard in trust for
      the benefit of the Noteholders all Collateral pledged to it under the Pledge
      Agreement and (ii) perform such duties as shall be set forth in this Agreement
      and the Pledge Agreement.

     

    Section
      2.2 Duties
      of Trustee.

     

    (a) The
      Trustee undertakes to perform such duties and only such duties in respect of
      the
“Trustee” (as such term is defined in the Pledge Agreement) as are specifically
      set forth in the Pledge Agreement, the Amended and Restated Intercreditor
      Agreement and this Agreement. Subject to paragraph (e) of this Section 2.2,
      the
      Trustee shall follow the directions of the Noteholders given in accordance
      with
      the terms of this Agreement. No implied duties or obligations of the Trustee
      shall be read into this Agreement. The Trustee has no obligation to file UCC-1
      financing statements or continuation statements unless it is instructed in
      writing to do so by any of the Noteholders and has been provided the relevant
      forms.

     

    (b) The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee which
      are specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they are in the form required
      by this Agreement; provided, however, that the Trustee shall not be responsible
      for the accuracy or content of any certificate, statement, instrument, report,
      notice or other document furnished to it by the Noteholders or otherwise
      hereunder.

     

    (c) No
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own grossly negligent action, its own grossly negligent
      failure to act or its own willful misconduct; provided, however, that the
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it in accordance with the direction of the Required
      Holders relating to the time, method and place of conducting any proceeding
      for
      any remedy available to the Trustee, or exercising any trust or power conferred
      upon the Trustee, under this Agreement.

     

    (d) Neither
      the Trustee nor any of its shareholders, directors, officers, employees or
      agents shall be under any liability to the Noteholders for any action taken
      or
      for refraining from the taking of any action in good faith pursuant to this
      Agreement or any other Transaction Document, or for errors in judgment;
provided, however,
      that
      this provision shall not protect the Trustee or any such person against any
      liability which would otherwise be imposed by reason of willful misfeasance,
      bad
      faith or gross negligence in the performance of his or its duties or by reason
      of reckless disregard of his or its obligations and duties
      hereunder.


    
      
         

      

      
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    (e) Notwithstanding
      any other provision of this Agreement or any other Transaction Document, the
      Trustee shall not be required to perform any of its duties, or exercise any
      of
      its rights or powers, under this Agreement or any other Transaction Document
      if
      the Trustee determines, in its sole discretion, that (i) performing such duty
      or
      exercising such right or power might require it to expend or risk its own funds
      or otherwise incur personal liability, and (ii) repayment of such funds or
      indemnity against such risk or liability is not assured to it. For purposes
      of
      clause (ii) of the preceding sentence, an unsecured indemnity from the
      Noteholders shall be a satisfactory indemnity.

     

    Section
      2.3  Certain
      Matters Affecting the Trustee. Except
      as
      otherwise provided in Section 2.2:

     

    (a) The
      Trustee may conclusively rely and shall be protected in acting or refraining
      from acting upon any resolution, officer’s certificate, certificate of auditors
      or any other certificate, statement, instrument, opinion, report, notice,
      request, consent, order, appraisal, bond or other paper or document reasonably
      believed by it to be genuine and to have been signed or presented by the proper
      party or parties; and

     

    (b) The
      Trustee may perform any duties hereunder either directly or by or through agents
      or attorneys. The Trustee shall not be responsible for the negligence or
      misconduct of any such agents or attorneys selected by it with reasonable
      care.

    


    Section
      2.4  Knowledge. The
      Trustee shall not be charged with any knowledge held by or imputed to any
      Noteholder. The Trustee shall not be deemed to have knowledge of any Default
      or
      Event of Default unless a Responsible Officer of the Trustee has received actual
      knowledge thereof or has written notice from any Noteholder specifying such
      Default or Event of Default. In the event that the Trustee receives such a
      notice, the Trustee shall give prompt notice thereof to each
      Noteholder.

     

    Section
      2.5 Intentionally
      Omitted. 

     

    Section
      2.6 Eligibility
      Requirements for Trustee. The
      Trustee hereunder shall at all times be an Eligible Trustee. In case at any
      time
      the Trustee shall cease to be eligible in accordance with the definition of
      Eligible Trustee, the Trustee shall notify each Noteholder of such fact and,
      if
      instructed to do so by the Required Holders, resign immediately in the manner
      and with the effect specified in Section 2.7.

     

    
      
         

      

      
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    Section
      2.7  Resignation
      and Removal of Trustee.

     

    (a) The
      Trustee may at any time resign and be discharged by giving written notice of
      resignation to each Noteholder, such resignation to be effective upon the
      appointment of a successor trustee. The Required Holders may appoint a successor
      trustee by written instrument or instruments, in duplicate, signed by such
      holders or their attorneys-in-fact, duly authorized and one complete set of
      which shall be delivered to the Trustee and one copy of which shall be delivered
      to the successor so appointed. In the event that the Required Holders do not
      appoint a successor trustee within 20 days after delivery of such notice of
      resignation, the retiring Trustee may not earlier than 5 days after delivery
      of
      notice to each Noteholder appoint a successor trustee by written instrument
      which instrument shall be delivered to the successor trustee. If no successor
      trustee shall have been appointed and have accepted appointment within 45 days
      after the giving of such notice of resignation, the resigning Trustee may
      petition any court of competent jurisdiction for the appointment of a successor
      trustee.

     

    (b) If
      at any
      time the Trustee shall cease to be eligible in accordance with the definition
      of
      Eligible Trustee and shall fail to resign after written request for the
      Trustee’s resignation by the Required Holders or if at any time the Trustee
      shall become incapable of acting, or an order for relief shall have been entered
      in any bankruptcy or insolvency proceeding with respect to the Trustee, or
      a
      receiver of the Trustee or of its property shall be appointed, or any public
      officer shall take charge or control of the Trustee or of its property or
      affairs for the purpose of rehabilitation, conversion or liquidation, or in
      order to change the situs of the Trust for state tax reasons, then the Required
      Holders shall, subject to the terms of the Amended and Restated Intercreditor
      Agreement, remove the Trustee and notify the Noteholders of such removal. The
      Required Holders may appoint a successor trustee by written instrument or
      instruments signed by such holders or their attorneys-in-fact, duly authorized,
      one complete set of which shall be delivered to the successor so appointed.
      In
      the event the Required Holders do not so appoint a successor within 20 days
      of
      such notice, the retiring Trustee may appoint a successor trustee by written
      instrument to the successor trustee and notice of such appointment shall be
      given to the Noteholders.

     

    (c) Subject
      to the terms of the Amended and Restated Intercreditor Agreement, the Required
      Holders may at any time remove the Trustee and appoint a successor trustee
      by
      written instrument or instruments, in duplicate, signed by such holders or
      their
      attorneys-in-fact duly authorized, one complete set of which shall be delivered
      to the Trustee so removed and one complete set of which shall be delivered
      to
      the successor so appointed.

     

    (d) Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to any of the provisions of this Section shall become effective upon
      acceptance of appointment by the successor trustee as provided in Section 2.8.
      The resignation or removal of the Trustee shall not affect its rights under
      Section 2.2, its right to be reimbursed for all reasonable expenses incurred
      in
      connection with the performance of its duties under this Agreement and its
      rights to indemnification, and its right to receive compensation for all
      services previously rendered hereunder.

     

    
      
         

      

      
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    Section
      2.8 Successor
      Trustee.

     

    (a) Any
      successor trustee appointed as provided in Section 2.7 shall execute,
      acknowledge and deliver to the Noteholders and to its predecessor trustee an
      instrument accepting such appointment hereunder, and thereupon the resignation
      or removal of the predecessor trustee shall become effective, and such successor
      trustee, without any further act, deed or reconveyance, shall become fully
      vested with all the rights, powers, duties and obligations of its predecessor
      hereunder, with like effect as if originally named as trustee herein. The
      predecessor trustee shall deliver to the successor trustee all documents and
      statements held by it hereunder, and the predecessor trustee shall execute
      and
      deliver such instruments and do such other things as may reasonably be required
      for more fully and certainly vesting and confirming in the successor trustee
      all
      such rights, powers, duties and obligations.

     

    (b) No
      successor trustee shall accept appointment as provided in this Section unless
      at
      the time of such acceptance such successor trustee shall be an Eligible
      Trustee.

     

    Section
      2.9  Merger
      or Consolidation of Trustee. Any
      Person into which the Trustee may be merged or converted or with which it may
      be
      consolidated, to which it may sell or transfer its corporate trust business
      and
      assets as a whole or substantially as a whole or any Person resulting from
      any
      merger, sale, transfer, conversion or consolidation to which the Trustee shall
      be a party, or any Person succeeding to the business of the Trustee, shall
      be
      the successor of the Trustee hereunder, provided that such Person shall be
      an
      Eligible Trustee, without the execution or filing of any paper or any further
      act on the part of any of the parties hereto, anything herein to the contrary
      notwithstanding. The Trustee shall notify the Noteholders of the occurrence
      of
      any event described in this Section 2.9 as soon as practicable after the
      occurrence of such event.

     

    SECTION
      3. REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE.

     

    Section
      3.1  Representations
      and Warranties of the Trustee. The
      Trustee hereby represents, warrants and covenants to each Noteholder that,
      as of
      the date of execution of this Agreement:

     

    (a) it
      is a
      national banking association organized and existing under the laws of the United
      States;

     

    (b) the
      execution and delivery of this Agreement by it and its performance and
      compliance with the terms of this Agreement shall not violate its organization
      certificate or by-laws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material contract, agreement or other instrument to which it
      is a
      party or which may be applicable to it or any of its assets;

     

    (c) this
      Agreement has been duly authorized, executed and delivered by it and, assuming
      due authorization, execution and delivery by the other parties hereto,
      constitutes a valid, legal and binding obligation of the Trustee, enforceable
      against it in accordance with the terms hereof, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws affecting
      the
      enforcement of creditors’ rights generally and to general principles of equity,
      regardless of whether such enforcement is considered in a proceeding in equity
      or at law;

     

    
      
         

      

      
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    (d) it
      is not
      in default with respect to any order or decree of any court or any order,
      regulation or demand of any federal, state, municipal or governmental agency,
      which default might have consequences that would materially and adversely affect
      its performance under this Agreement (financial or other) or operations or
      its
      properties or might have consequences that would affect its performance
      hereunder;

     

    (e) no
      litigation is pending or, to the best of its knowledge, threatened against
      it
      which would prohibit its entering into this Agreement or performing its
      obligations under this Agreement; and

     

    (f) no
      consent, approval, authorization, or order of, registration or filing with,
      or
      notice to, any Governmental Authority or court or any other Person is required
      under applicable law for the execution, delivery and performance by it of,
      or
      compliance by it with, this Agreement, except such as have been
      obtained.

     

    SECTION
      4.  RIGHTS
      OF THE TRUSTEE.

     

    Section
      4.1  Rights
      of the Trustee While No Event of Default.  Unless
      an
      Event of Default shall have occurred and be continuing, the Trustee shall
      exercise, at the direction of the Required Holders, all of the rights set forth
      in Section 6(b) of the Pledge Agreement.

     

    Section
      4.2  Rights
      of the Trustee Upon Event of Default. If
      an
      Event of Default shall occur and be continuing, the Trustee shall exercise,
      at
      the written direction of the Required Holders, all rights and remedies set
      forth
      in Sections 6(a), 7 and 8 of the Pledge Agreement. Except as provided in this
      Section 4.2, the Trustee shall not take any action with respect to the
      Collateral following and during the continuance of an Event of
      Default.

     

    Section
      4.3  Release
      of Collateral.
      The
      Trustee shall not enter into any amendment to, or modification of, the Pledge
      Agreement that directly or indirectly narrows the description of the Collateral
      (as such term is defined therein) or modifies in any way the description of
      the
      obligations secured by such Collateral and the Trustee shall not release any
      Lien on any of the Collateral, in each case without the written consent of
      all
      of the Noteholders.

     

    SECTION
      5.  TRANSFER
      BY THE TRUSTEE.

     

    Other
      than as provided in this Agreement, the Trustee will not sell or otherwise
      dispose of, grant any Lien or option or other right with respect to, or pledge
      or otherwise encumber any of the Collateral or any interest
      therein.

     

    SECTION
      6.  AMENDED
      AND RESTATED INTERCREDITOR AGREEMENT AND
      PLEDGE AGREEMENT.

     

    The
      parties hereto hereby (i) authorize and direct the Trustee to enter into the
      Amended and Restated Intercreditor Agreement and the Pledge Agreement
      concurrently with the execution and delivery hereof, and to perform the duties
      and obligations of the Trustee thereunder and (ii) acknowledge that,
      simultaneously herewith, the Trustee has entered into the Amended and Restated
      Intercreditor Agreement, and the rights of the Trustee as set forth in Section
      4
      hereof shall be subject to the Amended and Restated Intercreditor
      Agreement.

     

    
      
         

      

      
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    SECTION
      7. FURTHER ASSURANCES.

     

    The
      Trustee covenants and agrees from time to time to do all such acts and execute
      all such instruments of further assurance as shall reasonably be requested
      by
      any Noteholder for the purpose of fully carrying out and effectuating this
      Agreement and the Pledge Agreement.

     

    SECTION
      8. CONTINUING EFFECTIVENESS; TERMINATION.

     

    (a) This
      Agreement shall continue to be effective among the Trustee and the Noteholders
      even though a case or proceeding under any bankruptcy or insolvency law or
      any
      proceeding in the nature of a receivership, whether or not under any insolvency
      law, shall be instituted with respect to either Co-Issuer or any other Credit
      Party or any portion of the property or assets of either Co-Issuer or any other
      Credit Party, and all actions taken by the Noteholders with respect to the
      Collateral (as such term is defined in the Pledge Agreement) or by the Trustee
      with regard to such proceeding shall be determined by the Required Holders,
      except as otherwise set forth in Section 4.3 of this Agreement; provided,
      however,
      that
      nothing herein shall be interpreted to preclude any Noteholder from filing
      a
      proof of claim with respect to its Obligations or from casting its vote, or
      abstaining from voting, for or against confirmation of a plan of reorganization
      in a case under any bankruptcy, insolvency or similar law in its sole
      discretion.

     

    (b) Upon
      payment in full of the Obligations in accordance with the terms thereof and
      hereof, this Agreement shall terminate. 

     

    SECTION
      9. WAIVERS, AMENDMENTS, ETC.

     

    None
      of
      the terms or provisions of this Agreement may be waived, amended, modified,
      supplemented or otherwise modified except by a written instrument executed
      by
      the Trustee and the holders of not less than 66 2/3%
      in
      aggregate principal amount of the Notes then outstanding.

     

    SECTION
      10. NOTICES.

     

    All
      notices and other communications under this Agreement shall be in writing and
      shall be personally delivered, transmitted by facsimile with a confirming copy
      sent by postage prepaid registered or certified mail, or sent by overnight
      courier to the parties as follows:

     

    
      
         

      

      
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    (a)
       If
      to the
      Trustee:

    


    JPMorgan
      Chase Bank, N.A.

    106
      Corporate Park Drive

    White
      Plains NY 10604

    Attn:
      David R. Feliciano, Vice President

    Fax
      No.
      (914) 993-2222

     

    (b)
       If
      to a
      Purchaser, at the address for notices set forth in paragraph 13I of the Note
      Purchase Agreement.

     

    All
      such
      notices shall be effective upon receipt. Any party may change its address for
      purposes hereof by notice to the other party.

     

    SECTION
      11. COUNTERPARTS.

     

    This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument and any of the parties
      hereto may execute this Agreement by signing any such counterpart. Any signature
      delivered by a party hereto by facsimile transmission shall be deemed to be
      an
      original signature hereto for all purposes.

     

    SECTION
      12. COMPENSATION AND REIMBURSEMENT OF TRUSTEE.

     

    The
      Co-Issuers will, jointly and severally, (a) pay to the Trustee from time to
      time
      reasonable compensation for all services rendered by the Trustee under this
      Agreement; (b) reimburse the Trustee upon its request for all reasonable
      expenses, disbursements and advances incurred or made by the Trustee in
      accordance with any provision of this Agreement (including the reasonable fees
      and expenses and disbursements of its agents and counsel); and (c) indemnify
      and
      hold the Trustee harmless for any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses (including
      attorney’s fees) or disbursements of any kind and nature whatsoever which may be
      imposed on, incurred by or asserted against the Trustee in any way relating
      to
      or arising out of this Agreement or any other documents contemplated hereby
      or
      thereby or referred to herein or therein or the transactions contemplated hereby
      or thereby or the enforcement of any of the terms hereof or any such other
      documents, provided that no Co-Issuer shall be liable for any of the foregoing
      to the extent they arise from the Trustee’s gross negligence, bad faith or
      willful misconduct. The provisions of this Section 12 shall survive the
      resignation or removal of the Trustee and the termination of this
      Agreement.

     

    SECTION
      13. SUCCESSORS AND ASSIGNS.

     

    All
      covenants and other agreements contained in this Agreement by or on behalf
      of
      any of the parties hereto bind and inure to the benefit of their respective
      successors and assigns whether so expressed or not. Any future holder of a
      Note
      shall automatically become a party hereto and shall be entitled to the benefits
      hereof upon acquiring such Note.

     

    
      
         

      

      
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    SECTION
      14. NO OBLIGATION TO EXTEND CREDIT.

     

    No
      provision of this Agreement shall be construed as obligating any Noteholder
      to
      advance monies or otherwise extend credit to the Co-Issuers at any
      time.

     

    SECTION
      15. GOVERNING LAW.

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAWS OF SUCH STATE
      THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN
      SUCH
      STATE.

     

    SECTION
      16. SEVERABILITY OF PROVISIONS.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or the rights of the Noteholders or the Trustee.

     

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    IN
      WITNESS WHEREOF, the parties hereto have caused their names to be signed to
      this
      AGREEMENT by their respective officers thereunto duly authorized, all as of
      the
      day and year first above written.

    


    
      	
              JPMORGAN
                CHASE BANK, N.A., in its individual capacity and as
                Trustee

            
	 	 
	
              By:

            	  

	
              Name:

            	 
	
              Title:

            	 


    

    


    Schedule
      A-1


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              PRUDENTIAL
                INVESTMENT MANAGEMENT, INC.

            
	 	 	 
	
              By:

            	 

	
              Name:

            	 	 
	
              Title:

            	
              Vice
                President

            
	 	 	 
	
              THE
                PRUDENTIAL INSURANCE COMPANY OF AMERICA

            
	 	 	 
	
              By:

            	 

	
              Name:

            	 	 
	
              Title:

            	
              Vice
                President

            
	 	 	 
	
              ING
                USA ANNUITY AND LIFE INSURANCE COMPANY

            
	
              By:

            	
              Prudential
                Private Placement Investors, L.P.,

            
	
               

            	
              as
                Investment Advisor 

            
	 	
              By:

            	
              Prudential
                Private Placement Investors, Inc.,

            
	 	 	
              as
                its General Partner

            
	 	 	 
	 	
              By:

            	 

	 	
              Name:

            	 
	 	
              Title:

            	
              Vice
                President

            
	 	 	 
	
              PHYSICIANS
                MUTUAL INSURANCE COMPANY

            
	
              By: 

            	
              Prudential
                Private Placement Investors, L.P.,

            
	 	as
              Investment Advisor
	 	
              By:

            	
              Prudential
                Private Placement Investors, Inc.,

            
	 	 	
              as
                its General Partner

            
	 	 	 
	 	
              By:

            	 

	 	
              Name:

            	 
	 	
              Title:

            	
              Vice
                President

            
	 	 	 
	
              PRUDENTIAL
                RETIREMENT INSURANCE AND

            
	
              ANNUITY
                COMPANY

            
	
              By:

            	
              Prudential
                Investment Management, Inc.,

            
	 	
              as
                Investment Manager

            
	 	 
	 	
              By:

            	 

	 	
              Name:

            	 
	 	
              Title:

            	
              Vice
                President

            


    

    


    Schedule
      A-1



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              KINRO,
                INC.

            
	 	 
	
              By:

            	 

	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              LIPPERT
                COMPONENTS, INC.

            
	 	 
	
              By:

            	 

	
              Name:

            	 
	
              Title:

            	 


    

     

    Schedule
      A-1