MAIL AND SHALL BE
DEEMED TO HAVE BEEN GIVEN WHEN DELIVERED IN PERSON OR BY COURIER SERVICE, UPON
RECEIPT OF A TELECOPY OR ELECTRONIC MAIL OR FOUR BUSINESS DAYS AFTER DEPOSIT IN
THE U.S. MAIL (REGISTERED OR CERTIFIED, WITH POSTAGE PREPAID AND PROPERLY
ADDRESSED).
FOR THE PURPOSES HEREOF, THE ADDRESSES OF THE PARTIES HERETO SHALL
BE AS SET FORTH BELOW EACH PARTY'S NAME ON THE SIGNATURE PAGES HERETO, OR, AS TO
EACH PARTY, AT SUCH OTHER ADDRESS AS MAY BE DESIGNATED BY SUCH PARTY IN A
WRITTEN NOTICE TO ALL OF THE OTHER PARTIES.
8.9
FURTHER ASSURANCES.
EACH JUNIOR COLLATERAL
AGENT, ON BEHALF OF ITSELF AND THE APPLICABLE JUNIOR OBLIGATIONS SECURED
PARTIES, AGREES THAT EACH OF THEM SHALL TAKE SUCH FURTHER ACTION AND SHALL
EXECUTE AND DELIVER TO THE APPLICABLE SENIOR COLLATERAL AGENT AND THE APPLICABLE
SENIOR OBLIGATIONS SECURED PARTIES SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS (IN
RECORDABLE FORM, IF REQUESTED) AS SUCH SENIOR COLLATERAL AGENT OR SENIOR
OBLIGATIONS SECURED
35
Parties may reasonably request to effectuate the terms of and the lien
priorities contemplated by this Agreement.
8.10
GOVERNING LAW.
THIS AGREEMENT HAS BEEN DELIVERED
AND ACCEPTED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT NEW YORK, NEW YORK AND
SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES BOUND HEREBY
DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
8.11
BINDING ON SUCCESSORS AND ASSIGNS.
THIS
AGREEMENT SHALL BE BINDING UPON THE CREDIT AGENT, THE SENIOR LENDERS, THE SECOND
PRIORITY NOTEHOLDER AGENT, THE SECOND PRIORITY NOTEHOLDERS, THE 2004 NOTEHOLDER
AGENT, THE 2004 NOTEHOLDERS, THE COMPANY AND THEIR RESPECTIVE PERMITTED
SUCCESSORS AND ASSIGNS.
8.12
SPECIFIC PERFORMANCE.
EACH SENIOR COLLATERAL
AGENT MAY DEMAND SPECIFIC PERFORMANCE OF THIS AGREEMENT WITH RESPECT TO THE
OBLIGATIONS OF EACH JUNIOR COLLATERAL AGENT AND THE JUNIOR OBLIGATIONS SECURED
PARTIES.
EACH JUNIOR COLLATERAL AGENT, ON BEHALF OF ITSELF AND THE APPLICABLE
JUNIOR OBLIGATIONS SECURED PARTIES, HEREBY IRREVOCABLY WAIVES ANY DEFENSE BASED
ON THE ADEQUACY OF A REMEDY AT LAW AND ANY OTHER DEFENSE THAT MIGHT BE ASSERTED
TO BAR THE REMEDY OF SPECIFIC PERFORMANCE IN ANY ACTION THAT MAY BE BROUGHT BY
THE APPLICABLE SENIOR COLLATERAL AGENT WITH RESPECT TO THE APPLICABLE SENIOR
OBLIGATIONS COLLATERAL.
8.13
SECTION TITLES.
THE SECTION TITLES CONTAINED IN
THIS AGREEMENT ARE AND SHALL BE WITHOUT SUBSTANTIVE MEANING OR CONTENT OF ANY
KIND WHATSOEVER AND ARE NOT A PART OF THIS AGREEMENT.
8.14
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH
SHALL TOGETHER CONSTITUTE ONE AND THE SAME DOCUMENT.
8.15
AUTHORIZATION.
BY ITS SIGNATURE, EACH PERSON
EXECUTING THIS AGREEMENT ON BEHALF OF A PARTY HERETO REPRESENTS AND WARRANTS TO
THE OTHER PARTIES HERETO THAT IT IS DULY AUTHORIZED TO EXECUTE THIS AGREEMENT.
8.16
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT AND
THE RIGHTS AND BENEFITS HEREOF SHALL INURE TO THE BENEFIT OF EACH OF THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE
BENEFIT OF EACH OF