THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO
SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER
CREDIT DOCUMENT THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR
INEFFECTIVE IF IN CONFORMITY WITH THE FOREGOING.
NOTHING HEREIN SHALL AFFECT
THE RIGHT OF ANY AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST HOLDINGS OR THE BORROWER IN ANY OTHER JURISDICTION.
(B)
EACH OF HOLDINGS AND THE BORROWER HEREBY
IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE
COURTS REFERRED TO IN CLAUSE (A)
125
ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN
ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.
(C)
EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
12.09
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH
OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL OF WHICH
SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
A SET OF COUNTERPARTS
EXECUTED BY ALL THE PARTIES HERETO SHALL BE LODGED WITH THE BORROWER AND THE
ADMINISTRATIVE AGENT.
12.10
EFFECTIVENESS.
THIS AGREEMENT SHALL BECOME EFFECTIVE ON THE DATE (THE
"RESTATEMENT EFFECTIVE DATE") ON WHICH (I) HOLDINGS, THE BORROWER, THE REQUIRED
LENDERS UNDER THE EXISTING CREDIT AGREEMENT (DETERMINED IMMEDIATELY PRIOR TO
GIVING EFFECT TO THE RESTATEMENT EFFECTIVE DATE), EACH LENDER CONVERTING
EXISTING TERM LOANS INTO CONVERTED TERM LOANS PURSUANT TO THE TERM LOAN
CONVERSION, EACH EXISTING RF LENDER CONVERTING ITS EXISTING REVOLVING LOANS INTO
CONVERTED REVOLVING LOANS PURSUANT TO SECTION 1.01(B) AND EACH LENDER WITH A NEW
TERM LOAN COMMITMENT SHALL HAVE SIGNED A COPY OF THE AGREEMENT TO AMEND AND
RESTATE (WHETHER THE SAME OR DIFFERENT COPIES) AND SHALL HAVE DELIVERED THE SAME
TO THE ADMINISTRATIVE AGENT OR, IN THE CASE OF THE LENDERS, SHALL HAVE GIVEN TO
THE ADMINISTRATIVE AGENT TELEPHONIC (CONFIRMED IN WRITING), WRITTEN TELEX OR
FACSIMILE TRANSMISSION NOTICE (ACTUALLY RECEIVED) THAT THE SAME HAS BEEN SIGNED
AND MAILED TO IT AND (II) THE OTHER CONDITIONS CONTAINED IN SECTION 5.01 ARE MET
TO THE REASONABLE SATISFACTION OF THE ADMINISTRATIVE AGENT.
UNLESS THE
ADMINISTRATIVE AGENT HAS RECEIVED ACTUAL NOTICE FROM ANY LENDER THAT THE
CONDITIONS CONTAINED IN SECTION 5.01 HAVE NOT BEEN MET TO ITS SATISFACTION, UPON
THE SATISFACTION OF THE CONDITION DESCRIBED IN CLAUSE (I) OF THE IMMEDIATELY