obligations of Subordinated Creditor hereunder.
SECTION 2.10. Liens Subordinated. Subordinated Creditor agrees that the
Subordinated Indebtedness shall be at all times unsecured, provided that if any
Lien arises by
Exhibit D-3
statute or other operation of law upon the property of any PVA Debtor securing
payments of the Subordinated Indebtedness, such Lien shall be and remain
inferior and subordinated to any Liens securing payments of the Senior
Indebtedness regardless of whether such encumbrances in favor of Subordinated
Creditor or the Senior Creditors presently exist or are hereafter created or
attached. If, notwithstanding the foregoing, Subordinated Creditor shall obtain
a Lien on property of a PVA Debtor that is not subject to a Lien in favor of the
Senior Creditors, then Subordinated Creditor agrees not to exercise any rights
under the instruments evidencing such Liens, and not to receive any payments or
distributions in respect of such Liens, until the Senior Creditors have received
payment of the Senior Indebtedness in full in cash. If under any applicable
bankruptcy, insolvency or other similar law, Subordinated Creditor receives a
secured claim in lieu of a set-off, then Subordinated Creditor agrees not to
exercise any rights under such secured claim, and not to receive any payments or
distributions in respect of such secured claim, until the Senior Creditors have
received payment of the Senior Indebtedness in full in cash.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Notice. Any demand, notice or communication to be made or given
hereunder shall be made or given in the manner provided for in the Credit
Agreement.
SECTION 3.02. Governing Law; Waiver of Jury Trial.
(i) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTION 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).
(ii) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE STATE OF NEW
YORK SITTING IN NEW YORK, NEW YORK COUNTY, NEW YORK AND OF THE UNITED STATES
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF
THE PARTIES HERETO AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, A FINAL JUDGMENT 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. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT
THE SENIOR CREDITORS MAY OTHERWISE HAVE TO BRING ANY
Exhibit D-4
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST BORROWER OR ITS
PROPERTIES IN