OF EACH RATING AGENCY
THAT SUCH AMENDMENT, MODIFICATION OR TERMINATION WILL NOT CAUSE ITS THEN-CURRENT
RATINGS OF THE NOTES TO BE REDUCED;
(V)
EXCEPT AS OTHERWISE SET FORTH HEREIN AND THEREIN (INCLUDING,
WITHOUT LIMITATION, PURSUANT TO SECTIONS 12 AND 13 OF THE COLLATERAL MANAGEMENT
AGREEMENT), THE COLLATERAL MANAGER SHALL CONTINUE TO SERVE AS COLLATERAL MANAGER
UNDER THE COLLATERAL MANAGEMENT AGREEMENT, NOTWITHSTANDING THAT THE COLLATERAL
MANAGER SHALL NOT HAVE RECEIVED AMOUNTS DUE IT UNDER THE COLLATERAL MANAGEMENT
AGREEMENT BECAUSE SUFFICIENT FUNDS WERE NOT THEN AVAILABLE HEREUNDER TO PAY SUCH
AMOUNTS PURSUANT TO THE PRIORITY OF PAYMENTS.
THE COLLATERAL MANAGER AGREES NOT
TO CAUSE THE FILING OF A PETITION IN BANKRUPTCY AGAINST THE ISSUER FOR THE
NONPAYMENT OF THE FEES OR OTHER AMOUNTS PAYABLE TO THE COLLATERAL MANAGER UNDER
THE COLLATERAL MANAGEMENT AGREEMENT UNTIL THE PAYMENT IN FULL OF ALL NOTES
ISSUED UNDER THIS INDENTURE AND THE EXPIRATION OF A PERIOD EQUAL TO THE
APPLICABLE PREFERENCE PERIOD UNDER THE BANKRUPTCY CODE PLUS TEN DAYS FOLLOWING
SUCH PAYMENT; AND
(VI)
THE COLLATERAL MANAGER IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THE NOTES OR THIS INDENTURE, AND THE COLLATERAL MANAGER IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT.
THE COLLATERAL MANAGER
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY DO SO, THE DEFENSE OF
AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.
THE
COLLATERAL MANAGER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN
ANY ACTION OR PROCEEDING BY THE MAILING BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, OR DELIVERY REQUIRING SIGNATURE AND PROOF OF DELIVERY OF COPIES OF
SUCH INITIAL PROCESS TO IT AT GKK MANAGER LLC, 420 LEXINGTON AVENUE, 19TH FLOOR,
NEW YORK, NEW
231
YORK 10170, ATTENTION:
ANDREW LEVINE.
THE COLLATERAL MANAGER AGREES THAT A
FINAL AND NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
ARTICLE 16
HEDGE AGREEMENT
SECTION 16.1
ISSUER'S OBLIGATIONS UNDER HEDGE AGREEMENT.
(A)
ON THE CLOSING DATE AND THEREAFTER, AND ON AND AFTER ANY DATE ON WHICH
THE ISSUER ENTERS INTO AN ADDITIONAL OR REPLACEMENT HEDGE AGREEMENT (INCLUDING
ANY RELATED HEDGE COUNTERPARTY CREDIT SUPPORT), THE ISSUER AS DIRECTED BY THE
COLLATERAL MANAGER SHALL (I) REQUIRE THAT EACH HEDGE COUNTERPARTY THERETO, OR
ANY THIRD PARTY (INCLUDING AN AFFILIATE OF SUCH HEDGE COUNTERPARTY) THAT (A) HAS
ABSOLUTELY AND UNCONDITIONALLY GUARANTEED THE OBLIGATIONS OF THE HEDGE
COUNTERPARTY UNDER THE RELATED HEDGE AGREEMENT (WITH SUCH FORM OF GUARANTY AS
SHALL BE SATISFACTORY TO EACH RATING AGENCY THEN RATING ANY NOTES HEREUNDER),
(B) HAS ENTERED INTO CREDIT INTERMEDIATION ARRANGEMENTS IN RESPECT OF THE
OBLIGATIONS OF THE HEDGE COUNTERPARTY UNDER THE