ANY TIME ALL OR ANY PART OF ANY
PAYMENT THERETOFOR APPLIED BY THE COLLATERAL TRUSTEE TO ANY OF THE NOTE
OBLIGATIONS IS OR MUST BE RESCINDED OR RETURNED BY THE SECURED PARTIES FOR ANY
REASON WHATSOEVER (INCLUDING THE INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF ANY
DEBTOR), SUCH NOTE OBLIGATIONS SHALL, FOR THE PURPOSES OF THIS AGREEMENT, TO THE
EXTENT THAT SUCH PAYMENT IS OR MUST BE RESCINDED OR RETURNED, BE DEEMED TO HAVE
CONTINUED IN EXISTENCE, NOTWITHSTANDING SUCH APPLICATION BY THE COLLATERAL
TRUSTEE, AND THIS AGREEMENT SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS
THE CASE MAY BE, AS TO SUCH NOTE OBLIGATIONS, ALL AS THOUGH SUCH APPLICATION BY
THE COLLATERAL TRUSTEE HAD NOT BEEN MADE.
(E)
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE. WHENEVER POSSIBLE, EACH PROVISION OF THIS
AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT SHALL BE PROHIBITED BY OR
INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT
OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT.
(F)
THE RIGHTS AND PRIVILEGES OF THE COLLATERAL TRUSTEE HEREUNDER
SHALL INURE TO THE BENEFIT OF ITS SUCCESSORS AND PERMITTED ASSIGNS.
(G)
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND
BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, AND EACH SUCH
COUNTERPART SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL
TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT. EACH SUBSIDIARY OF THE COMPANY
THAT IS REQUIRED TO BECOME A PARTY TO THIS AGREEMENT PURSUANT TO THE INDENTURE
SHALL BECOME A DEBTOR FOR ALL PURPOSES OF THIS AGREEMENT UPON EXECUTION AND
DELIVERY TO THE COLLATERAL TRUSTEE BY SUCH SUBSIDIARY OF A COUNTERPART OF THIS
AGREEMENT TOGETHER WITH SUPPLEMENTS TO THE SCHEDULES HERETO SETTING FORTH ALL
RELEVANT INFORMATION WITH RESPECT TO SUCH PARTY AS OF THE DATE OF SUCH DELIVERY.
IMMEDIATELY UPON SUCH EXECUTION AND DELIVERY (AND WITHOUT ANY FURTHER ACTION),
EACH SUCH SUBSIDIARY WILL BECOME A PARTY TO, AND WILL BE BOUND BY ALL THE TERMS
OF, THIS AGREEMENT.
(H)
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY ("RELATED PROCEEDINGS")
MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED
IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OR THE COURTS OF THE STATE OF NEW
YORK IN EACH CASE LOCATED IN THE CITY OF NEW YORK (COLLECTIVELY, THE "SPECIFIED
COURTS"), AND EACH PARTY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF ANY PROCESS,
SUMMONS, NOTICE OR DOCUMENT BY
14
MAIL (TO THE EXTENT ALLOWED UNDER ANY APPLICABLE STATUTE OR RULE OF COURT) TO
SUCH PARTY'S ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF