OR BE TAKEN INTO CONSIDERATION IN THE INTERPRETATION HEREOF.
3.8
INTEGRATION.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE ENTIRE AGREEMENT OF THE SUBSIDIARY GUARANTORS, THE ADMINISTRATIVE
AGENT AND THE LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND THERE ARE
NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE SUBSIDIARY
GUARANTORS, THE ADMINISTRATIVE AGENT OR ANY LENDER RELATIVE TO SUBJECT MATTER
HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN THE OTHER LOAN
DOCUMENTS.
3.9
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.
3.10
SUBMISSION TO JURISDICTION; WAIVERS.
EACH PARTY HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY:
7
(A)
SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT
IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT
THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
(B)
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH
COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM
THE SAME;
(C)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT ITS
ADDRESS REFERRED TO IN SUBSECTION 3.2 OR AT SUCH OTHER ADDRESS OF WHICH THE
ADMINISTRATIVE AGENT (IN THE CASE OF ANY OTHER PARTY HERETO) OR THE BORROWER (IN
THE CASE OF THE ADMINISTRATIVE AGENT) SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;
(D)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION; AND
(E)
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT
MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN
THIS SECTION ANY PUNITIVE DAMAGES.
3.11
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
3.12
ADDITIONAL SUBSIDIARY GUARANTORS.
EACH NEW DOMESTIC SUBSIDIARY OF
THE BORROWER THAT IS REQUIRED TO BECOME A PARTY TO THIS AGREEMENT PURSUANT TO
SUBSECTION 6.2 OF THE CREDIT AGREEMENT SHALL BECOME A SUBSIDIARY GUARANTOR FOR
ALL PURPOSES OF THIS AGREEMENT UPON EXECUTION AND DELIVERY BY SUCH DOMESTIC
SUBSIDIARY OF AN ASSUMPTION AGREEMENT IN SUBSTANTIALLY THE