GRANTOR BECOMING A PARTY HERETO PURSUANT TO
SECTION 6.13, THE DATE OF THE SUPPLEMENT HERETO EXECUTED AND DELIVERED BY SUCH
GRANTOR) AND THE DENOMINATOR SHALL BE THE AGGREGATE NET WORTH OF ALL THE
GRANTORS (OTHER THAN THE COMPANY) ON THE DATE HEREOF (OR, IN THE CASE OF ANY
GRANTOR BECOMING A PARTY HERETO PURSUANT TO SECTION 6.13, THE DATE OF THE
SUPPLEMENT HERETO EXECUTED AND DELIVERED BY SUCH GRANTOR). ANY CONTRIBUTING
PARTY MAKING ANY PAYMENT TO A CLAIMING PARTY PURSUANT TO THIS SECTION SHALL BE
SUBROGATED TO THE RIGHTS OF SUCH CLAIMING PARTY UNDER SECTION 5.01 TO THE EXTENT
OF SUCH PAYMENT.
SECTION 5.03. SUBORDINATION. (A)
NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT TO THE CONTRARY, ALL RIGHTS OF THE GRANTORS UNDER SECTIONS 5.01 AND
5.02 AND ALL OTHER RIGHTS OF INDEMNITY, CONTRIBUTION OR SUBROGATION UNDER
APPLICABLE LAW OR OTHERWISE SHALL BE FULLY SUBORDINATED TO THE INDEFEASIBLE
PAYMENT IN FULL IN CASH OF THE NOTES OBLIGATIONS. NO FAILURE ON THE PART OF ANY
GRANTOR TO MAKE THE PAYMENTS REQUIRED BY SECTIONS 5.01 AND 5.02 (OR ANY OTHER
PAYMENTS REQUIRED UNDER APPLICABLE LAW OR OTHERWISE) SHALL IN ANY RESPECT LIMIT
THE OBLIGATIONS AND LIABILITIES OF ANY GRANTOR WITH RESPECT TO ITS OBLIGATIONS
HEREUNDER, AND EACH GRANTOR SHALL REMAIN LIABLE FOR THE FULL AMOUNT OF ITS
OBLIGATIONS HEREUNDER.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. NOTICES. (A)
EXCEPT IN THE CASE OF NOTICES AND OTHER
COMMUNICATIONS EXPRESSLY PERMITTED TO BE GIVEN BY TELEPHONE (AND SUBJECT TO
PARAGRAPH (B) BELOW), ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR HEREIN
SHALL BE IN WRITING AND SHALL BE DELIVERED BY HAND OR OVERNIGHT COURIER SERVICE,
MAILED BY CERTIFIED OR REGISTERED MAIL OR SENT BY FACSIMILE, AS FOLLOWS:
(I) IF TO ANY GRANTOR, TO IT AT 28 WEST 44TH STREET, 16TH FLOOR, NEW YORK, NY
10036, ATTENTION: GENERAL COUNSEL (FAX NO. (646) 429-1541), IT BEING UNDERSTOOD
THAT ANY NOTICE PROVIDED TO SYMMETRY SHALL BE DEEMED TO HAVE BEEN PROVIDED TO
EACH GRANTOR; AND
(II) IF TO THE COLLATERAL AGENT, TO THE BANK OF NEW YORK, 101 BARCLAY STREET,
FLOOR 8W, NEW YORK, NY 10286, ATTENTION: CORPORATE FINANCE GROUP (FAX NO. (732)
667-9190).
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(B)
ANY PARTY HERETO MAY CHANGE ITS ADDRESS OR FAX NUMBER FOR NOTICES AND OTHER
COMMUNICATIONS HEREUNDER BY NOTICE TO THE OTHER PARTIES HERETO. ALL NOTICES AND
OTHER COMMUNICATIONS GIVEN TO ANY PARTY HERETO IN ACCORDANCE WITH THE PROVISIONS
OF THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN GIVEN ON THE DATE OF RECEIPT.
SECTION 6.02. WAIVERS; AMENDMENT. (A)
NO FAILURE OR DELAY BY THE COLLATERAL
AGENT OR ANY OTHER SECURED PARTY IN EXERCISING ANY RIGHT OR POWER HEREUNDER OR
UNDER ANY OTHER NOTES DOCUMENT SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER, OR ANY ABANDONMENT OR
DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR POWER, PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT OR POWER. THE RIGHTS
AND REMEDIES OF THE COLLATERAL AGENT AND THE OTHER SECURED