SUCH COMPANY AS IS OWED
INTERCOMPANY INDEBTEDNESS, TO EXECUTE AND FILE PROOFS AND DOCUMENTS AND TAKE ANY
OTHER ACTION THE ADMINISTRATIVE AGENT MAY DEEM ADVISABLE TO COMPLETELY PROTECT
THE ADMINISTRATIVE AGENT'S AND THE LENDERS' INTERESTS IN THE INTERCOMPANY
INDEBTEDNESS AND THEIR RIGHT OF ENFORCEMENT THEREOF, AND TO THAT END EACH OF THE
COMPANIES HEREBY IRREVOCABLY MAKES, CONSTITUTES AND APPOINTS THE ADMINISTRATIVE
AGENT, ITS OFFICERS, EMPLOYEES AND AGENTS, OR ANY OF THEM, WITH FULL POWER OF
SUBSTITUTION, AS THE TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT OF SUCH COMPANY,
AND WITH FULL POWER
9
FOR SUCH COMPANY, AND IN THE NAME, PLACE AND STEAD OF SUCH COMPANY FOR THE
PURPOSE OF CARRYING OUT THE PROVISIONS OF THIS AGREEMENT, AND TAKING ANY ACTION
AND EXECUTING, DELIVERING, FILING AND RECORDING ANY INSTRUMENTS THAT THE
ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES
HEREOF, WHICH POWER OF ATTORNEY, BEING GIVEN FOR SECURITY, IS COUPLED WITH AN
INTEREST AND IS IRREVOCABLE. EACH COMPANY HEREBY RATIFIES AND CONFIRMS, AND
AGREES TO RATIFY AND CONFIRM, ALL ACTION TAKEN BY THE ADMINISTRATIVE AGENT, ITS
OFFICERS, EMPLOYEES OR AGENTS PURSUANT TO THE FOREGOING POWER OF ATTORNEY.
56. APPLICATION OF PAYMENTS. IN THE EVENT ANY PAYMENTS ARE RECEIVED BY THE
ADMINISTRATIVE AGENT UNDER THE TERMS OF THIS AGREEMENT FOR APPLICATION TO THE
SENIOR DEBT AT ANY TIME WHEN THE SENIOR DEBT HAS NOT BEEN DECLARED DUE AND
PAYABLE AND PRIOR TO THE DATE ON WHICH IT WOULD OTHERWISE BECOME DUE AND
PAYABLE, SUCH PAYMENT SHALL CONSTITUTE A VOLUNTARY PREPAYMENT OF THE SENIOR DEBT
FOR ALL PURPOSES UNDER THE CREDIT AGREEMENT.
57. REMEDIES. IN THE EVENT OF A BREACH BY ANY OF THE COMPANIES IN THE
PERFORMANCE OF ANY OF THE TERMS OF THIS AGREEMENT, THE ADMINISTRATIVE AGENT, ON
BEHALF OF THE LENDERS, MAY DEMAND SPECIFIC PERFORMANCE OF THIS AGREEMENT AND
SEEK INJUNCTIVE RELIEF AND MAY EXERCISE ANY OTHER REMEDY AVAILABLE AT LAW OR IN
EQUITY, IT BEING RECOGNIZED THAT THE REMEDIES OF THE ADMINISTRATIVE AGENT ON
BEHALF OF THE LENDERS AT LAW MAY NOT FULLY COMPENSATE THE ADMINISTRATIVE AGENT
ON BEHALF OF THE LENDERS FOR THE DAMAGES THEY MAY SUFFER IN THE EVENT OF A
BREACH HEREOF.
58. CONSENT TO JURISDICTION. EACH COMPANY HEREBY IRREVOCABLY SUBMITS TO THE
NONEXCLUSIVE JURISDICTION OF ANY PENNSYLVANIA STATE OR FEDERAL COURT SITTING IN
ALLEGHENY COUNTY, PENNSYLVANIA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, AND EACH COMPANY 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 COMPANY 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 COMPANY 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