SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT
OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT
TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE
BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.
SECTION 116
LEGAL HOLIDAYS.
IN ANY CASE WHERE
ANY INTEREST PAYMENT DATE, REDEMPTION DATE OR STATED MATURITY OF ANY NOTE SHALL
NOT BE A BUSINESS DAY AT ANY PLACE OF PAYMENT, THEN (NOTWITHSTANDING ANY OTHER
PROVISION OF THIS INDENTURE OR OF THE NOTES) PAYMENT OF INTEREST OR PRINCIPAL
AND PREMIUM (IF ANY) NEED NOT BE MADE AT SUCH PLACE OF PAYMENT ON SUCH DATE, BUT
MAY BE MADE ON THE NEXT SUCCEEDING BUSINESS DAY AT SUCH PLACE OF PAYMENT WITH
THE SAME FORCE AND EFFECT AS IF MADE ON THE INTEREST PAYMENT DATE OR REDEMPTION
DATE, OR AT THE STATED MATURITY, AND NO INTEREST SHALL ACCRUE ON SUCH PAYMENT
FOR THE INTERVENING PERIOD.
H-50
SECTION 117
NO PERSONAL LIABILITY OF
DIRECTORS, OFFICERS, EMPLOYEES, INCORPORATORS AND STOCKHOLDERS.
NO DIRECTOR,
OFFICER, EMPLOYEE, INCORPORATOR OR STOCKHOLDER OF THE COMPANY, ANY SUBSIDIARY
GUARANTOR OR ANY SUBSIDIARY OF ANY THEREOF SHALL HAVE ANY LIABILITY FOR ANY
OBLIGATION OF THE COMPANY OR ANY SUBSIDIARY GUARANTOR UNDER THIS INDENTURE, THE
NOTES OR ANY SUBSIDIARY GUARANTEE, OR FOR ANY CLAIM BASED ON, IN RESPECT OF, OR
BY REASON OF, ANY SUCH OBLIGATION OR ITS CREATION.
EACH NOTEHOLDER, BY
ACCEPTING THE NOTES, WAIVES AND RELEASES ALL SUCH LIABILITY.
THE WAIVER AND
RELEASE ARE PART OF THE CONSIDERATION FOR ISSUANCE OF THE NOTES.
SECTION 118
EXHIBITS AND SCHEDULES.
ALL
EXHIBITS AND SCHEDULES ATTACHED HERETO ARE BY THIS REFERENCE MADE A PART HEREOF
WITH THE SAME EFFECT AS IF HEREIN SET FORTH IN FULL.
SECTION 119
COUNTERPARTS.
THIS INDENTURE MAY
BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL;
BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
ARTICLE II
NOTE FORMS
SECTION 201
FORMS GENERALLY.
THE INITIAL
NOTES AND INITIAL ADDITIONAL NOTES THAT ARE NOT EXCHANGE NOTES AND THE TRUSTEE'S
CERTIFICATE OF AUTHENTICATION RELATING THERETO SHALL BE IN SUBSTANTIALLY THE
FORMS SET FORTH, OR REFERENCED, IN THIS ARTICLE II AND EXHIBIT A ANNEXED
HERETO.
THE EXCHANGE NOTES AND ANY ADDITIONAL NOTES THAT ARE NOT INITIAL
ADDITIONAL NOTES, OR THAT ARE ISSUED IN A REGISTERED OFFERING PURSUANT TO THE
SECURITIES ACT, AND THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION RELATING THERETO
SHALL BE IN SUBSTANTIALLY THE FORMS SET FORTH, OR REFERENCED, IN THIS ARTICLE II
AND EXHIBIT B ANNEXED HERETO.
EACH OF EXHIBIT A AND B, IS HEREBY INCORPORATED
IN AND EXPRESSLY MADE A PART OF THIS INDENTURE.
THE NOTES MAY HAVE SUCH
APPROPRIATE INSERTIONS, OMISSIONS, SUBSTITUTIONS, NOTATIONS, LEGENDS,
ENDORSEMENTS, IDENTIFICATIONS AND OTHER VARIATIONS AS ARE REQUIRED OR PERMITTED
BY LAW, STOCK EXCHANGE RULE