THE ORIGINAL AGREEMENT.
(D)
THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
(E)
NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS OR OBLIGATIONS
HEREUNDER MAY BE ASSIGNED BY THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF
BMP.
SUBJECT TO THE FOREGOING, THE PROVISIONS OF THIS AGREEMENT WILL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
SUBJECT TO THE NEXT SENTENCE, NO PERSON OR PARTY OTHER
THAN THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS OR PERMITTED ASSIGNS IS
INTENDED TO BE A BENEFICIARY OF THIS AGREEMENT.
THE PARTIES ACKNOWLEDGE AND
AGREE THAT BMP AND ITS
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AFFILIATES AND THEIR RESPECTIVE PARTNERS (BOTH GENERAL AND LIMITED), MEMBERS
(BOTH MANAGING AND OTHERWISE), OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND
REPRESENTATIVES ARE INTENDED TO BE THIRD-PARTY BENEFICIARIES UNDER SECTION 4 OF
THIS AGREEMENT.
(F)
THIS AGREEMENT MAY BE EXECUTED BY ONE OR MORE PARTIES TO THIS
AGREEMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS (INCLUDING BY FACSIMILE), AND
ALL OF SAID COUNTERPARTS TAKEN TOGETHER WILL BE DEEMED TO CONSTITUTE ONE AND THE
SAME INSTRUMENT.
(G)
ANY PROVISION OF THIS AGREEMENT THAT IS PROHIBITED OR
UNENFORCEABLE IN ANY JURISDICTION WILL, AS TO SUCH JURISDICTION, BE INEFFECTIVE
TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE
REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY
JURISDICTION WILL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
*
*
*
*
*
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IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED, OR HAVE CAUSED TO BE
EXECUTED, THIS SPONSOR SERVICES AGREEMENT AS OF THE DATE FIRST WRITTEN ABOVE.
CELANESE CORPORATION
By:
/s/ David N. Weidman
Name: David N. Weidman
Title: Chief Executive Officer and President
CELANESE HOLDINGS LLC
By:
/s/ Corliss J. Nelson
Name: Corliss J. Nelson
Title: Chief Financial Officer
BLACKSTONE MANAGEMENT PARTNERS IV L.L.C.
By:
/s/ Peter G. Peterson
Name: Peter G. Peterson
Title: Founding Member
By:
/s/ Stephen A. Schwarzman
Name: Stephen A. Schwarzman
Title: Founding Member
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