after being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.
(C)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND
BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF EACH OF THE PARTIES, INCLUDING,
WITHOUT THE NEED FOR AN EXPRESS ASSIGNMENT OR ANY CONSENT BY THE COMPANY
THERETO, SUBSEQUENT HOLDERS OF SECURITIES AND THE EXCHANGE SECURITIES.
THE
COMPANY AND THE SUBSIDIARY
20
GUARANTORS HEREBY AGREE TO EXTEND THE BENEFITS OF THIS AGREEMENT TO ANY HOLDER
OF SECURITIES AND THE EXCHANGE SECURITIES, AND ANY SUCH HOLDER MAY SPECIFICALLY
ENFORCE THE PROVISIONS OF THIS AGREEMENT AS IF AN ORIGINAL PARTY HERETO.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS
(WHICH MAY BE DELIVERED IN ORIGINAL FORM OR BY TELECOPIER) AND BY THE PARTIES
HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED
TO BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE
SAME AGREEMENT.
(E)
DEFINITION OF TERMS.
FOR PURPOSES OF THIS AGREEMENT, (A) THE TERM
"BUSINESS DAY" MEANS ANY DAY ON WHICH THE NEW YORK STOCK EXCHANGE, INC. IS OPEN
FOR TRADING, (B) THE TERM "SUBSIDIARY" HAS THE MEANING SET FORTH IN RULE 405
UNDER THE SECURITIES ACT, (C) EXCEPT WHERE OTHERWISE EXPRESSLY PROVIDED, THE
TERM "AFFILIATE" HAS THE MEANING SET FORTH IN RULE 405 UNDER THE SECURITIES ACT,
(D) THE TERM "BROKER-DEALER" SHALL MEAN ANY BROKER OR DEALER REGISTERED AS SUCH
UNDER THE EXCHANGE ACT, (E) THE TERM "EXCHANGE ACT" SHALL MEAN THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES AND REGULATIONS OF THE
COMMISSION PROMULGATED THEREUNDER, (F) THE TERM "SECURITIES ACT" SHALL MEAN THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS OF THE
COMMISSION PROMULGATED THEREUNDER, (G) THE TERM "EXCHANGE OFFER REGISTRATION
PERIOD" SHALL MEAN THE 210 DAY PERIOD FOLLOWING THE CONSUMMATION OF THE
REGISTERED EXCHANGE OFFER, EXCLUSIVE OF ANY PERIOD DURING WHICH ANY STOP ORDER
SHALL BE IN EFFECT SUSPENDING THE EFFECTIVENESS OF THE EXCHANGE OFFER
REGISTRATION STATEMENT, AND (H) THE TERM "SHELF REGISTRATION" SHALL MEAN A
REGISTRATION EFFECTED PURSUANT TO SECTION 2 HEREOF.
(F)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE
ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
(G)
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK.
(H)
NO INCONSISTENT AGREEMENTS.
NEITHER THE COMPANY NOR ANY SUBSIDIARY
GUARANTOR HAS ENTERED INTO, OR SHALL, ON OR AFTER THE DATE OF THIS AGREEMENT,
ENTER INTO ANY AGREEMENT THAT IS INCONSISTENT WITH THE RIGHTS GRANTED TO THE
HOLDERS IN THIS AGREEMENT OR OTHERWISE CONFLICTS WITH THE PROVISIONS HEREOF.
(I)
SEVERABILITY.
THE REMEDIES PROVIDED HEREIN ARE CUMULATIVE AND NOT
EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW.
IF ANY TERM, PROVISION, COVENANT OR