FOR CONVENIENCE OF REFERENCE ONLY AND DO NOT
CONSTITUTE A PART OF THIS AGREEMENT.
20.
SPECIFIC PERFORMANCE.
THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION THE PARTIES' AGREEMENT HEREIN TO SUPPORT THE PLAN AND TO FACILITATE
ITS CONFIRMATION, IS INTENDED AS A BINDING COMMITMENT ENFORCEABLE IN ACCORDANCE
WITH ITS TERMS.
IT IS UNDERSTOOD AND AGREED BY EACH OF THE PARTIES HERETO THAT
MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY FOR ANY BREACH OF THIS AGREEMENT
BY ANY PARTY AND EACH NON-BREACHING PARTY SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE AND INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY OF ANY SUCH
BREACH.
21.
INTERPRETATION.
THIS AGREEMENT IS THE PRODUCT OF NEGOTIATIONS
AMONG THE PARTIES, AND IN THE ENFORCEMENT OR INTERPRETATION HEREOF, IS TO BE
INTERPRETED IN A NEUTRAL MANNER,
8
and any presumption with regard to interpretation for or against any Party by
reason of that Party having drafted or caused to be drafted this Agreement, or
any portion hereof, shall not be effective in regard to the interpretation
hereof.
22.
CONSIDERATION.
IT IS HEREBY ACKNOWLEDGED BY THE PARTIES THAT NO
PAYMENT OR ADDITIONAL CONSIDERATION SHALL BE DUE OR PAID TO THE SUPPORTING
NOTEHOLDERS FOR THEIR AGREEMENT TO VOTE IN ACCORDANCE WITH AND OTHERWISE COMPLY
WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT OTHER THAN THE OBLIGATIONS OF
THE OTHER PARTIES HEREUNDER.
23.
RULE OF INTERPRETATION.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN
TO THE CONTRARY, IT IS THE INTENT OF THE PARTIES THAT ALL REFERENCES TO VOTES OR
VOTING IN THIS AGREEMENT BE INTERPRETED TO INCLUDE (I) VOTES OR VOTING ON A PLAN
OF REORGANIZATION UNDER THE BANKRUPTCY CODE AND (II) ALL MEANS OF EXPRESSING
AGREEMENT WITH, OR REJECTION OF, AS THE CASE MAY BE, A RESTRUCTURING OR
REORGANIZATION TRANSACTION THAT IS NOT IMPLEMENTED UNDER THE BANKRUPTCY CODE.
24.
COUNTERPARTS; FAX SIGNATURES.
THIS AGREEMENT MAY BE EXECUTED IN
TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
DELIVERY OF AN
EXECUTED COUNTERPART OF A SIGNATURE PAGE BY FACSIMILE TRANSMISSION SHALL BE
EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART.
25.
GOVERNING LAW.
EXCEPT TO THE EXTENT THAT THE BANKRUPTCY CODE OR
BANKRUPTCY RULES ARE APPLICABLE, THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED
ENTIRELY WITHIN SUCH STATE.
26.
JURISDICTION.
BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ANY LEGAL
ACTION, SUIT, OR PROCEEDING AGAINST IT WITH RESPECT TO ANY MATTER UNDER OR
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FOR RECOGNITION OR
ENFORCEMENT (INCLUDING SPECIFIC PERFORMANCE) OF ANY JUDGMENT RENDERED IN ANY
SUCH ACTION, SUIT OR PROCEEDING, SHALL BE BROUGHT IN THE BANKRUPTCY COURT OR
PRIOR TO THE COMMENCEMENT OF THE CHAPTER 11 CASES, IN THE FEDERAL DISTRICT COURT
OR APPROPRIATE STATE COURT LOCATED WITHIN THE STATE OF NEW YORK.
BY