parties in the manner and subject to the other
notice provisions set forth in the Credit Agreement.
8.8
Additional Grantors. Each Grantor recognizes that the provisions
of the Credit Agreement may require Persons that become Subsidiaries of any
Grantor, and that are not already parties hereto, to execute and deliver a
Joinder Agreement, whereupon each such Person shall become a Grantor hereunder
with the same force and effect as if originally a Grantor hereunder on the date
hereof, and agrees that its obligations hereunder shall not be discharged,
limited or otherwise affected by reason of the same, or by reason of the
Administrative Agent's actions in effecting the same or in releasing any Grantor
hereunder, in each case without the necessity of giving notice to or obtaining
the consent of such Grantor or any other Grantor.
8.9
Severability. The invalidity, illegality, or unenforceability in
any jurisdiction of any provision under this Agreement or any other Loan
Document shall not affect or impair the remaining provisions in this Agreement
or any other Loan Documents or any such invalid, unenforceable or illegal
provision in any jurisdiction in which it is not invalid, unenforceable or
illegal.
8.10
Headings. Section, subsection, and other subpart headings are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purposes or be given substantive effect.
8.11
Governing Law.
EXCEPT TO THE EXTENT THAT THE UNIFORM COMMERCIAL
CODE PROVIDES THAT THE PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR
REMEDIES HEREUNDER, WITH RESPECT TO ANY PARTICULAR COLLATERAL, ARE GOVERNED BY
THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, THIS AGREEMENT
SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES THAT REQUIRE OR PERMIT APPLICATION OF THE LAWS OF ANY OTHER STATE OR
JURISDICTION.
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8.12
Consent to Jurisdiction and Service of Process.
EACH OF THE
GRANTORS AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL COURT OR STATE COURT IN
THE STATE OF NEW YORK, HAVING SUBJECT MATTER JURISDICTION OVER ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT.
EACH OF THE GRANTORS AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT, PERSONAL JURISDICTION OF ANY SUCH COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY PARTY HERETO TO
BRING PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN THE COURTS OF ANY OTHER
JURISDICTION.
EACH OF THE GRANTORS AND THE ADMINISTRATIVE AGENT HEREBY AGREES THAT SERVICE OF
THE SUMMONS AND COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE SERVED