OF ANY SUCH COURT IN ANY SUCH SUIT,
ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT NATIONAL
REGISTERED AGENTS INC. AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS
BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND
AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS (OR AT SUCH OTHER
OFFICE IN NEW YORK, NEW YORK AS MAY BE DESIGNATED BY BORROWER FROM TIME TO TIME
IN ACCORDANCE WITH THE TERMS HEREOF) WITH A COPY TO BORROWER AT ITS PRINCIPAL
EXECUTIVE OFFICES, AND WRITTEN NOTICE OF SAID SERVICE OF BORROWER MAILED OR
DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY
RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER, IN ANY SUCH SUIT, ACTION OR
PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO
AGENT OF ANY CHANGE IN ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT
ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN
OFFICE IN NEW YORK, NEW YORK (WHICH OFFICE SHALL BE DESIGNATED AS THE ADDRESS
FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF
ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS
DISSOLVED WITHOUT LEAVING A SUCCESSOR.
SECTION 8.4.
MODIFICATION, WAIVER IN WRITING.
NO MODIFICATION,
AMENDMENT, EXTENSION, DISCHARGE, TERMINATION OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR CONSENT OR WAIVER REFERRED TO IN ANY
LOAN DOCUMENT OR CONSENT TO ANY DEPARTURE
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BY BORROWER THEREFROM, SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE
IN A WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT IS SOUGHT, AND THEN
SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE, AND FOR
THE PURPOSE, FOR WHICH GIVEN. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NO
NOTICE TO OR DEMAND ON BORROWER SHALL ENTITLE BORROWER TO ANY OTHER OR FUTURE
NOTICE OR DEMAND IN THE SAME, SIMILAR OR OTHER CIRCUMSTANCES.
SECTION 8.5.
DELAY NOT A WAIVER.
NEITHER ANY FAILURE NOR ANY DELAY
ON THE PART OF AGENT OR ANY LENDER IN INSISTING UPON STRICT PERFORMANCE OF ANY
TERM, CONDITION, COVENANT OR AGREEMENT, OR EXERCISING ANY RIGHT, POWER, REMEDY
OR PRIVILEGE HEREUNDER, OR UNDER ANY OTHER LOAN DOCUMENT, OR ANY OTHER
INSTRUMENT GIVEN AS SECURITY THEREFOR, SHALL OPERATE AS OR CONSTITUTE A WAIVER
THEREOF, NOR SHALL A SINGLE OR PARTIAL EXERCISE THEREOF PRECLUDE ANY OTHER
FUTURE EXERCISE, OR THE EXERCISE OF ANY OTHER RIGHT, POWER, REMEDY OR PRIVILEGE.
IN PARTICULAR, AND NOT BY WAY OF LIMITATION, BY ACCEPTING PAYMENT AFTER THE DUE
DATE OF ANY AMOUNT PAYABLE UNDER THIS AGREEMENT, THE NOTE OR ANY OTHER LOAN
DOCUMENT, AGENT AND EACH LENDER SHALL NOT BE DEEMED TO HAVE WAIVED ANY RIGHT
EITHER TO REQUIRE PROMPT PAYMENT WHEN DUE OF ALL OTHER AMOUNTS DUE UNDER THIS
AGREEMENT, THE NOTE OR