OF ANY JUDGMENT RENDERED IN ANY ACTION OR
PROCEEDING BASED THEREON.
AS AN ALTERNATIVE METHOD OF SERVICE, HOLDINGS AND
BORROWER EACH ALSO IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO
HOLDINGS AND BORROWER AT THEIR RESPECTIVE ADDRESS SPECIFIED IN THE SCHEDULE.
IF
FOR ANY REASON THE PROCESS AGENT SPECIFIED IN THE SCHEDULE SHALL CEASE TO ACT AS
SUCH, HOLDINGS AND BORROWER EACH SHALL APPOINT FORTHWITH, IN THE MANNER PROVIDED
FOR HEREIN, A SUCCESSOR PROCESS AGENT QUALIFIED TO ACT AS AN AGENT FOR SERVICE
OF PROCESS WITH RESPECT TO ALL NEW YORK COURTS AND ACCEPTABLE TO AGENT.
(C)
NO LIMITATION.
NOTHING IN THIS SECTION 8.10 SHALL AFFECT THE RIGHT
OF AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR LIMIT THE RIGHT OF AGENT OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING
AGAINST HOLDINGS OR BORROWER OR ITS PROPERTY IN THE COURTS OF OTHER
JURISDICTIONS.
41
8.11
WAIVER OF JURY TRIAL.
EACH OF AGENT, LENDERS, HOLDINGS AND BORROWER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION IN CONNECTION WITH ANY LOAN
DOCUMENT.
8.12
ENTIRE AGREEMENT.
THE LOAN DOCUMENTS REFLECT THE ENTIRE AGREEMENT AMONG
HOLDINGS, BORROWER, EACH ADDITIONAL BORROWER, IF ANY, AGENT AND LENDERS WITH
RESPECT TO THE MATTERS SET FORTH THEREIN AND SUPERSEDE ANY PRIOR AGREEMENTS,
COMMITMENTS, DRAFTS, COMMUNICATION, DISCUSSIONS AND UNDERSTANDINGS, ORAL OR
WRITTEN, WITH RESPECT THERETO.
8.13
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THE LOAN DOCUMENTS
SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER ALL
APPLICABLE LAWS AND REGULATIONS.
IF, HOWEVER, ANY PROVISION OF ANY OF THE LOAN
DOCUMENTS SHALL BE PROHIBITED BY OR INVALID UNDER ANY SUCH LAW OR REGULATION IN
ANY JURISDICTION, IT SHALL, AS TO SUCH JURISDICTION, BE DEEMED MODIFIED TO
CONFORM TO THE MINIMUM REQUIREMENTS OF SUCH LAW OR REGULATION, OR, IF FOR ANY
REASON IT IS NOT DEEMED SO MODIFIED, IT SHALL BE INEFFECTIVE AND INVALID ONLY TO
THE EXTENT OF SUCH PROHIBITION OR INVALIDITY WITHOUT AFFECTING THE REMAINING
PROVISIONS OF SUCH LOAN DOCUMENT, OR THE VALIDITY OR EFFECTIVENESS OF SUCH
PROVISION IN ANY OTHER JURISDICTION.
8.14
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
8.15
THIRD AMENDED AND RESTATED CREDIT AGREEMENT.
THIS AGREEMENT AMENDS AND
RESTATES, IN ITS ENTIRETY, THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT,
SHALL CONSTITUTE A LOAN DOCUMENT AND SHALL BE DEEMED IN ALL RESPECTS TO
CONSTITUTE THE "CREDIT AGREEMENT" FOR THE PURPOSES OF THE NOTE, THE COLLATERAL
DOCUMENTS AND THE OTHER LOAN DOCUMENTS.
THE BORROWER HEREBY EXPRESSLY
ACKNOWLEDGES, RATIFIES AND CONFIRMS EACH OF ITS OBLIGATIONS UNDER THE AGREEMENT
AND THE OTHER LOAN DOCUMENTS AND THE LIENS AND