and during the
continuance of an Event of Default and written notice from the Collateral Agent,
it will comply with all instructions from the Collateral Agent or its nominee
with respect to the applicable Pledged Stock, including as contemplated by
Section 6.3 of the Guaranty and Security Agreement ("Pledged Stock"), without
further consent by the Grantor, (d) to the maximum extent permitted by
Applicable Law, agrees that the "issuer's jurisdiction" (as defined in Section
8-110 of the UCC) is the State of New York, and (e) waives any right or
requirement at any time hereafter to receive a copy of the Guaranty and Security
Agreement in connection with the registration of any Pledged Stock thereunder in
the name of the Collateral Agent or its nominee or the exercise of voting rights
by the Collateral Agent or its nominee.
2. GOVERNING LAW. THIS ISSUER AGREEMENT AND THE VALIDITY, INTERPRETATION,
CONSTRUCTION, AND PERFORMANCE HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND ANY CLAIM BY ANY PARTY HERETO AGAINST ANY OTHER
PARTY HERETO (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT
OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO
POST-JUDGMENT INTEREST) SHALL BE DETERMINED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK FOR CONTRACTS MADE AND TO BE PERFORMED WHOLLY
WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS
REQUIRING APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
3. WAIVER OF JURY TRIAL; DISPUTE RESOLUTION; JURISDICTION; VENUE; SERVICE OF
PROCESS. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY
IN ANY ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN
CONNECTION WITH THIS ISSUER AGREEMENT, OR (II) ARISING FROM ANY DISPUTE OR
CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS ISSUER AGREEMENT. EACH PARTY
FURTHER AGREES THAT THE TERMS AND PROVISIONS OF SECTION 8.17 OF THE GUARANTY AND
SECURITY AGREEMENT ("WAIVER OF JURY TRIAL; DISPUTE RESOLUTION; JURISDICTION;
VENUE; SERVICE OF PROCESS") ARE HEREBY INCORPORATED HEREIN BY REFERENCE, AND
SHALL APPLY TO THIS AGREEMENT MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN.
4. Miscellaneous. The terms and provisions of Sections 8.1, 8.2, 8.4, 8.6, 8.7,
8.8 and 8.9 of the Guaranty and Security Agreement ("Amendments and Waivers";
"Notices"; "Successors and Assigns"; "Counterparts"; "Severability"; "Section
Headings"; "Integration") are hereby incorporated herein by reference, and shall
apply to this Issuer Agreement mutatis mutandis as if fully set forth herein.
This Issuer Agreement shall constitute a "Loan Document" for all purposes of the
Loan Agreement and the other Loan Documents.
5. No Novation or Release. Nothing in this Issuer Agreement shall be construed
to release any Grantor at any time party to the Guaranty and Security Agreement
from its obligations and liabilities thereunder or otherwise affect any of such
other Grantor's obligations or liabilities under any Loan Document.
IN WITNESS WHEREOF, the undersigned has caused this Issuer Agreement to be duly
executed and delivered as of the date first above