MAY BE EXECUTED BY ONE OR MORE OF THE PARTIES TO
THIS AGREEMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS, AND ALL OF SAID
COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME
INSTRUMENT.
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(C)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS TO BE FULLY
PERFORMED WITHIN THE STATE OF NEW YORK.
(D)
HALLMARK AGREES THAT IT SHALL TAKE WHATEVER ACTION IS NECESSARY TO
BIND EACH OF IT SUBSIDIARIES TO THE TERMS OF THIS AGREEMENT AND AGREES TO BE
RESPONSIBLE TO BUYER FOR THE PERFORMANCE BY ITS SUBSIDIARIES OF THEIR
OBLIGATIONS HEREUNDER.
(E)
THIS AGREEMENT IS NOT TRANSFERABLE OR ASSIGNABLE (EXCEPT FOR AN
ASSIGNMENT FROM BUYER TO AN AFFILIATE OR FOR THE COLLATERAL ASSIGNMENT OF
BUYER'S RIGHTS UNDER THIS AGREEMENT TO ANY PERSON PROVIDING FINANCING RELATED TO
THE TRANSACTIONS CONTEMPLATED BY THE LIBRARY AGREEMENT).
THIS AGREEMENT IS
INTENDED FOR THE SOLE BENEFIT OF THE PARTIES HERETO AND NOTHING HEREIN, EXPRESS
OR IMPLIED, IS INTENDED TO OR SHALL CONFER UPON ANY OTHER PERSON, ANY LEGAL OR
EQUITABLE RIGHT, BENEFIT OR REMEDY OF ANY NATURE WHATSOEVER UNDER OR BY REASON
OF THIS AGREEMENT.
(F)
HALLMARK HEREBY CONSENTS TO THE SALE OF CMD TO BUYER AS
CONTEMPLATED BY THE LIBRARY AGREEMENT AND THE RELEASE OF THE ASSOCIATED
COLLATERAL UNDER THE SUBORDINATED OBLIGATIONS.
(G)
THIS AGREEMENT SHALL TERMINATE UPON TERMINATION OF THE LIBRARY
AGREEMENT.
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HALLMARK CARDS, INCORPORATED
By:
/s/ Donald J. Hall, Jr.
Name:
Donald J. Hall, Jr.
Title:
President & Chief Executive Officer
CROWN MEDIA HOLDINGS, INC.
By:
/s/ Charles L. Stanford
Name:
Charles L. Stanford
Title:
Executive Vice President, General Counsel
C M INTERMEDIARY, LLC
By:
/s/ Charles L. Stanford
Name:
Charles L. Stanford
Title:
Vice President
CROWN MEDIA DISTRIBUTION, LLC
By:
/s/ Charles L. Stanford
Name:
Charles L. Stanford
Title:
Vice President
RHI ENTERPRISES, LLC
By:
/s/ Peter von Gal
Name:
Peter von Gal
Title:
Authorized Signatory
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