SUCH WAIVER, AMENDMENT OR MODIFICATION
RELATES AND THE ADMINISTRATIVE AGENT, WITH THE PRIOR WRITTEN CONSENT OF THE
REQUIRED LENDERS (EXCEPT AS OTHERWISE PROVIDED IN THE AMENDED AND RESTATED
CREDIT AGREEMENT).
SECTION 15.
NOTICES.
ALL COMMUNICATIONS AND NOTICES HEREUNDER SHALL BE IN
WRITING AND GIVEN AS PROVIDED IN SECTION 10.1 OF THE AMENDED AND RESTATED CREDIT
AGREEMENT.
ALL COMMUNICATIONS AND NOTICES HEREUNDER TO EACH GUARANTOR SHALL BE
GIVEN TO IT AT ITS ADDRESS SET FORTH ON SCHEDULE I ATTACHED HERETO.
6
SECTION 16.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT HELD TO BE ILLEGAL,
INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH ILLEGALITY, INVALIDITY OR UNENFORCEABILITY
WITHOUT AFFECTING THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THE REMAINING
PROVISIONS HEREOF OR THEREOF; AND THE ILLEGALITY, INVALIDITY OR UNENFORCEABILITY
OF A PARTICULAR PROVISION IN A PARTICULAR JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 17.
COUNTERPARTS; INTEGRATION.
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE A SINGLE CONTRACT (SUBJECT TO SECTION 13), AND
SHALL BECOME EFFECTIVE AS PROVIDED IN SECTION 13.
DELIVERY OF AN EXECUTED
SIGNATURE PAGE TO THIS AGREEMENT BY FACSIMILE TRANSMISSION SHALL BE AS EFFECTIVE
AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
THIS
AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO REGARDING
THE SUBJECT MATTERS HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, ORAL OR WRITTEN, REGARDING SUCH SUBJECT MATTER.
SECTION 18.
RULES OF INTERPRETATION.
THE RULES OF INTERPRETATION SPECIFIED IN
SECTION 1.4 OF THE AMENDED AND RESTATED CREDIT AGREEMENT SHALL BE APPLICABLE TO
THIS AGREEMENT.
SECTION 19.
GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
(B)
EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THE UNITED STATES COURTS LOCATED WITHIN THE SOUTHERN DISTRICT IN
THE STATE OF NEW YORK, AND OF ANY STATE COURT OF THE STATE OF NEW YORK LOCATED
IN NEW YORK COUNTY AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR ANY HEDGING DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
COURT OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SUCH FEDERAL COURT.
EACH
OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS
AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,