PROCESS FOR
ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF
ANY SUIT, ACTION OR OTHER PROCEEDING IN THE SPECIFIED COURTS AND IRREVOCABLY AND
UNCONDITIONALLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.
(I)
EACH DEBTOR HEREBY ACKNOWLEDGES THAT:
(a)
it has been advised by counsel in the negotiation, execution and
delivery of this Agreement, the other Collateral Documents, the Indenture and
the Notes;
(b)
neither the Collateral Trustee nor any
Secured Party has any fiduciary relationship with or duty to any Debtor arising
out of or in connection with this Agreement, the other Collateral Documents, the
Indenture or Notes, and the relationship between the Debtors, on the one hand,
and the Collateral Trustee and the Secured Parties, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor.
(J)
THIS AGREEMENT, THE OTHER COLLATERAL DOCUMENTS, THE INDENTURE AND
THE NOTES REPRESENT THE AGREEMENT OF THE DEBTORS, THE COLLATERAL TRUSTEE AND THE
SECURED PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF, AND THERE
ARE NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE COLLATERAL
TRUSTEE OR ANY SECURED PARTY RELATIVE TO SUBJECT MATTER HEREOF AND THEREOF NOT
EXPRESSLY SET FORTH OR REFERRED TO HEREIN, IN THE INDENTURE OR IN THE NOTES.
(K)
NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED,
AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED EXCEPT IN ACCORDANCE WITH THE
INDENTURE AND THE INTERCREDITOR AGREEMENT.
(L)
IF EITHER (I) THE NOTES GUARANTEE IS RELEASED AS TO ANY DEBTOR
PURSUANT TO THE INDENTURE OR (II) AT SUCH TIME AS THE NOTE OBLIGATIONS (OTHER
THAN CONTINGENT INDEMNIFICATION OBLIGATIONS) HAVE BEEN PAID IN FULL, THE
COLLATERAL OF SUCH DEBTOR SHALL BE RELEASED FROM THE LIENS CREATED HEREBY, AND
THIS AGREEMENT AND ALL OBLIGATIONS (OTHER THAN THOSE EXPRESSLY STATED TO SURVIVE
SUCH TERMINATION) OF SUCH DEBTOR HEREUNDER SHALL TERMINATE, ALL WITHOUT DELIVERY
OF ANY INSTRUMENT OR PERFORMANCE OF ANY ACT BY ANY PARTY (OTHER THAN AS SET
FORTH IN THE INDENTURE), AND ALL RIGHTS TO SUCH COLLATERAL SHALL REVERT TO SUCH
DEBTOR, AND THE COLLATERAL TRUSTEE, AT THE REQUEST AND SOLE EXPENSE OF SUCH
DEBTOR, SHALL EXECUTE AND DELIVER TO SUCH DEBTOR ALL RELEASES OR OTHER DOCUMENTS
REASONABLY REQUESTED BY SUCH DEBTOR OR ITS DESIGNEE FOR THE RELEASE OF THE LIENS
CREATED HEREBY ON SUCH COLLATERAL.
(M)
IN CONNECTION WITH ITS APPOINTMENT AND ACTING HEREUNDER, THE
COLLATERAL TRUSTEE IS ENTITLED TO ALL RIGHTS, PRIVILEGES, PROTECTIONS,
IMMUNITIES, BENEFITS AND INDEMNITIES PROVIDED TO THE COLLATERAL TRUSTEE UNDER
THE INDENTURE. ALL SUCH INDEMNITIES SHALL SURVIVE THE
15
TERMINATION OF THIS AGREEMENT OR THE INDENTURE, AND THE RESIGNATION OR REMOVAL
OF THE COLLATERAL TRUSTEE.
(N)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND
SECURITY INTEREST GRANTED TO THE COLLATERAL TRUSTEE PURSUANT TO THIS AGREEMENT
AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL TRUSTEE HEREUNDER ARE
SUBJECT