York 10005
Attention:
Chris Towery
Telephone No.:
(212) 250-0839
Telecopier No.:
(212) 797-0070
13
with a copy to:
Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
Attention:
Charles B. Boehrer
Telephone Number:
(312) 558-5600
Telecopier Number:
(312) 558-5700
(ii)
If to the Senior Secured Notes Trustee:
HSBC Bank USA, National Association
452 Fifth Avenue
Corporate Trust
New York, New York
10018
Attention:
Gloria Alli
Telephone:
(212) 525-1404
Telecopier No.:
(212) 525-1300
with a copy to:
Pryor Cashman Sherman & Flynn LLP
410 Park Avenue
New York, New York 10022
Attention:
Ronald T. Sarubbi
Telephone No.:
(212) 326-0490
Telecopier No.:
(212) 798-6307
or at such other address or to any such successor or assign as any party may
designate by notice to the other party in accordance with the provisions
hereof.
In the event that any Secured Creditor shall be required by the Uniform
Commercial Code or any other applicable law to give notice to the Borrower or
any other Secured Creditor of the intended disposition of any Collateral, such
notice shall be given as provided in the Security Agreement and ten days notice
shall be deemed to be commercially reasonable.
Each Secured Creditor, including
the Senior Secured Notes Trustee, hereby appoints the Bank and Note Collateral
Agent as its agent and representative for purposes of giving and receiving
notices under the Security Documents.
(A)
UPON WRITTEN REQUEST FROM THE BANK AND NOTE COLLATERAL AGENT, THE
SENIOR SECURED NOTES TRUSTEE AGREES TO PROMPTLY NOTIFY THE BANK AND NOTE
COLLATERAL AGENT OF (I) THE AGGREGATE AMOUNT OF PRINCIPAL AND INTEREST
OUTSTANDING AND OTHER AMOUNTS OWING WITH RESPECT TO THE SENIOR SECURED NOTES AND
THE AMOUNT, IF ANY, THEN DUE AND PAYABLE UNDER THE SENIOR SECURED NOTES
INDENTURE, AS AT SUCH DATE AS THE BANK AND NOTE COLLATERAL AGENT MAY SPECIFY AND
(II) ANY PAYMENT RECEIVED BY THE SENIOR SECURED NOTES TRUSTEE TO BE APPLIED TO
THE PRINCIPAL OF OR INTEREST ON THE AMOUNTS DUE WITH RESPECT TO THE SENIOR
SECURED NOTES.
SECTION 13.
GOVERNING LAW.
THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK,
14
AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF SAID STATE.
SECTION 14.
CONSENT TO JURISDICTION.
THE PARTIES HERETO HEREBY
CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
CITY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREE THAT ALL ACTIONS OR
PROCEEDINGS RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS.
EACH
PARTY HERETO ACCEPTS FOR AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, IN ANY SUCH ACTIONS OR PROCEEDINGS, THE EXCLUSIVE JURISDICTION
OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT, AND WITH ANY JUDGMENT SUBJECT TO RIGHTS OF APPEAL IN THE
JURISDICTIONS SET FORTH ABOVE.
SECTION 15.
WAIVER OF JURY TRIAL.
THE PARTIES HERETO HEREBY