ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE PERMITTED BY
SUBSECTION (B) BELOW, AND THEN SUCH WAIVER AND CONSENT SHALL BE EFFECTIVE ONLY
IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN.
NO NOTICE OR
DEMAND ON ANY GUARANTOR IN ANY CASE SHALL ENTITLE SUCH GUARANTOR TO ANY OTHER OR
FURTHER NOTICE IN SIMILAR OR OTHER CIRCUMSTANCES.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION
HEREOF MAY BE WAIVED, AMENDED OR MODIFIED EXCEPT PURSUANT TO A WRITTEN AGREEMENT
ENTERED INTO BETWEEN THE GUARANTORS WITH RESPECT TO WHICH 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 CREDIT
AGREEMENT).
SECTION 15.
NOTICES.
ALL COMMUNICATIONS AND NOTICES HEREUNDER SHALL BE IN
WRITING AND GIVEN AS PROVIDED IN SECTION 10.1 OF THE 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.
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 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
6
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN