THE BENEFIT
OF AND BE BINDING UPON THE SUCCESSORS, ASSIGNS AND TRANSFEREES OF EACH OF THE
PARTIES, INCLUDING, WITHOUT LIMITATION AND WITHOUT THE NEED FOR AN EXPRESS
ASSIGNMENT, SUBSEQUENT HOLDERS; PROVIDED THAT NOTHING HEREIN SHALL BE DEEMED TO
PERMIT ANY ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF REGISTRABLE SECURITIES
IN VIOLATION OF THE TERMS OF THE PURCHASE AGREEMENTS OR THE INDENTURE.
IF ANY
TRANSFEREE OF ANY HOLDER SHALL ACQUIRE REGISTRABLE SECURITIES IN ANY MANNER,
WHETHER BY OPERATION OF LAW OR OTHERWISE, SUCH REGISTRABLE SECURITIES SHALL BE
HELD SUBJECT TO ALL THE TERMS OF THIS AGREEMENT, AND BY TAKING AND HOLDING SUCH
REGISTRABLE SECURITIES SUCH PERSON SHALL BE CONCLUSIVELY DEEMED TO HAVE AGREED
TO BE BOUND BY AND TO PERFORM ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT
AND SUCH PERSON SHALL BE ENTITLED TO RECEIVE THE BENEFITS HEREOF.
THE INITIAL
PURCHASERS (IN THEIR CAPACITY AS INITIAL PURCHASERS) SHALL HAVE NO LIABILITY OR
OBLIGATION TO THE COMPANY, PARENT OR THE SUBSIDIARY GUARANTORS, IF ANY, WITH
RESPECT TO ANY FAILURE BY A HOLDER TO COMPLY WITH, OR ANY BREACH BY ANY HOLDER
OF, ANY OF THE OBLIGATIONS OF SUCH HOLDER UNDER THIS AGREEMENT.
(E)
THIRD PARTY BENEFICIARIES.
EACH HOLDER SHALL BE A THIRD PARTY
BENEFICIARY TO THE AGREEMENTS MADE HEREUNDER (EXCLUDING THOSE AGREEMENTS MADE IN
SECTION 5 HERETO) BETWEEN THE COMPANY, PARENT AND THE SUBSIDIARY GUARANTORS, IF
ANY, ON THE ONE HAND, AND THE INITIAL PURCHASERS, ON THE OTHER HAND, AND SHALL
HAVE THE RIGHT TO ENFORCE SUCH AGREEMENTS DIRECTLY TO THE EXTENT IT DEEMS SUCH
ENFORCEMENT NECESSARY OR ADVISABLE TO PROTECT ITS RIGHTS OR THE RIGHTS OF OTHER
HOLDERS HEREUNDER.
(F)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS 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.
DELIVERY OF AN EXECUTED
COUNTERPART OF A SIGNATURE PAGE TO THIS AGREEMENT BY
18
TELECOPIER, FACSIMILE, EMAIL, OR OTHER ELECTRONIC TRANSMISSION (I.E. "PDF" OR
"TIF") SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART TO THIS
AGREEMENT.
(G)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY, ARE NOT A PART OF THIS AGREEMENT AND SHALL NOT LIMIT OR
OTHERWISE AFFECT THE MEANING HEREOF.
(H)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(I)
ENTIRE AGREEMENT; SEVERABILITY.
THIS AGREEMENT CONTAINS THE
ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL ORAL STATEMENTS AND PRIOR WRITINGS WITH RESPECT THERETO.
IF ANY
TERM, PROVISION, COVENANT OR RESTRICTION CONTAINED IN THIS AGREEMENT IS HELD BY
A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE OR
AGAINST PUBLIC POLICY, THE REMAINDER OF THE TERMS, PROVISIONS, COVENANTS AND
RESTRICTIONS CONTAINED HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL IN
NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED.
THE COMPANY, PARENT, THE
SUBSIDIARY GUARANTORS, IF