OR RELATING TO THIS AGREEMENT, AND EACH
PLEDGOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH PENNSYLVANIA STATE OR FEDERAL
COURT. EACH PLEDGOR HEREBY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO
SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION
OR PROCEEDING. EACH PLEDGOR HEREBY APPOINTS THE PROCESS AGENT IDENTIFIED BELOW
(THE "PROCESS AGENT") AS ITS AGENT TO RECEIVE ON BEHALF OF SUCH PARTY AND ITS
RESPECTIVE PROPERTY SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER
PROCESS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING. SUCH SERVICE MAY BE
MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO ANY OF THE PLEDGOR IN
CARE OF THE PROCESS AGENT AT THE PROCESS AGENT'S ADDRESS, AND EACH PLEDGOR
HEREBY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO RECEIVE SUCH SERVICE ON ITS
BEHALF. EACH PLEDGOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS (OR
ANY POLITICAL SUBDIVISION THEREOF) BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED AT LAW. EACH PLEDGOR FURTHER AGREES THAT IT SHALL, FOR SO LONG
AS ANY COMMITMENT OR ANY OBLIGATION OF ANY LOAN PARTY TO THE ADMINISTRATIVE
AGENT OR ANY LENDER REMAINS OUTSTANDING, CONTINUE TO RETAIN PROCESS AGENT FOR
THE PURPOSES SET FORTH IN THIS SECTION 20. THE PROCESS AGENT IS THE BORROWER,
WITH AN OFFICE ON THE DATE HEREOF AS SET FORTH IN THE CREDIT AGREEMENT. THE
PROCESS AGENT HEREBY ACCEPTS THE APPOINTMENT OF PROCESS AGENT BY THE PLEDGORS
AND AGREES TO ACT AS PROCESS AGENT ON BEHALF OF THE PLEDGORS.
86. THIS AGREEMENT MAY BE EXECUTED BY DIFFERENT PARTIES HERETO ON ANY NUMBER OF
SEPARATE COUNTERPARTS, EACH OF WHICH,
168
WHEN SO EXECUTED AND DELIVERED, SHALL BE DEEMED AN ORIGINAL, AND ALL SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT. EACH PLEDGOR
ACKNOWLEDGES AND AGREES THAT A TELECOPY OR ELECTRONIC TRANSMISSION TO THE
ADMINISTRATIVE AGENT OR ANY LENDER OF THE SIGNATURE PAGE HEREOF PURPORTING TO BE
SIGNED ON BEHALF OF SUCH PLEDGOR SHALL CONSTITUTE EFFECTIVE AND BINDING
EXECUTION AND DELIVERY HEREOF BY SUCH PLEDGOR.
87. EACH PLEDGOR HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT,
PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE PATENTS,
TRADEMARKS AND COPYRIGHTS TO THE FULLEST EXTENT PERMITTED BY LAW.
88. ALL NOTICES, STATEMENTS, REQUESTS, DEMANDS, DIRECTIONS AND OTHER
COMMUNICATIONS (COLLECTIVELY, "NOTICES") GIVEN TO OR MADE UPON ANY PARTY HERETO
UNDER THE PROVISIONS OF THIS AGREEMENT SHALL BE GIVEN TO THE APPLICABLE PARTY
HERETO AT THE ADDRESS SET FORTH ON A SCHEDULE 1.1(B) TO THE CREDIT AGREEMENT AND
IN THE MANNER PROVIDED IN SECTION 11.5 [NOTICES; EFFECTIVENESS; ELECTRONIC
COMMUNICATION] OF THE CREDIT AGREEMENT. THE ADMINISTRATIVE AGENT AND THE LENDERS
MAY RELY ON ANY NOTICE (WHETHER OR NOT MADE IN THE MANNER CONTEMPLATED