IN ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS
AGREEMENT OR THE LOAN DOCUMENTS. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND
AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH GRANTOR AGREES TO
DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT ON THE TERMS AND FOR THE PURPOSES
OF THIS PROVISION SATISFACTORY TO THE AGENT. EACH GRANTOR WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE BY HAND DELIVERY TO THE ADMINISTRATIVE BORROWER AT ITS
ADDRESS SET FORTH IN THE CREDIT AGREEMENT. EACH GRANTOR SHALL TAKE SUCH ACTIONS
AS ARE REASONABLE, INCLUDING THE EXECUTION AND FILING OF ANY AND ALL FURTHER
AGREEMENTS, INSTRUMENTS AND OTHER DOCUMENTS AS MAY BE NECESSARY, TO FULLY
IMPLEMENT AND EFFECT SUCH APPOINTMENTS AND TO CONTINUE THEM IN FULL FORCE AND
EFFECT. EACH GRANTOR HEREBY CONSENTS TO SERVICE OF PROCESS AS AFORESAID. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH GRANTOR IRREVOCABLY AGREES
AND UNDERTAKES TO ENTER ITS UNCONDITIONAL APPEARANCE WITHIN FORTY-FIVE (45) DAYS
AFTER THE COMPLETION OF SERVICE ON THE AUTHORIZED AGENT AS PROVIDED IN THIS
SECTION.
24.
NEW SUBSIDIARIES. PURSUANT TO SECTION 5.18 OF THE CREDIT
AGREEMENT, ANY NEW DIRECT OR INDIRECT SUBSIDIARY (WHETHER BY ACQUISITION OR
CREATION) OF PARENT IS REQUIRED TO ENTER INTO THIS AGREEMENT BY EXECUTING AND
DELIVERING IN FAVOR OF AGENT AN INSTRUMENT IN THE FORM OF ANNEX 1 ATTACHED
HERETO. UPON THE EXECUTION AND DELIVERY OF ANNEX 1 BY SUCH NEW SUBSIDIARY, SUCH
SUBSIDIARY SHALL BECOME A GRANTOR HEREUNDER WITH THE SAME FORCE AND EFFECT AS IF
ORIGINALLY NAMED AS A GRANTOR HEREIN. THE EXECUTION AND DELIVERY OF ANY
INSTRUMENT ADDING AN ADDITIONAL GRANTOR AS A PARTY TO THIS AGREEMENT SHALL NOT
REQUIRE THE CONSENT OF ANY GRANTOR HEREUNDER. THE RIGHTS AND OBLIGATIONS OF EACH
GRANTOR HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE
ADDITION OF ANY NEW GRANTOR HEREUNDER.
25.
AGENT. EACH REFERENCE HEREIN TO ANY RIGHT GRANTED TO, BENEFIT
CONFERRED UPON OR POWER EXERCISABLE BY THE "AGENT" SHALL BE A REFERENCE TO
AGENT, FOR THE BENEFIT OF THE LENDER GROUP.
21
26.
MISCELLANEOUS.
(A)
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND
BY DIFFERENT PARTIES ON SEPARATE COUNTERPARTS, EACH OF WHICH, WHEN EXECUTED AND
DELIVERED, SHALL BE DEEMED TO BE AN ORIGINAL, AND ALL OF WHICH, WHEN TAKEN
TOGETHER, SHALL CONSTITUTE BUT ONE AND THE SAME AGREEMENT. DELIVERY OF AN
EXECUTED COUNTERPART OF THIS AGREEMENT BY TELEFACSIMILE OR OTHER ELECTRONIC
METHOD OF TRANSMISSION SHALL BE EQUALLY AS EFFECTIVE AS DELIVERY OF AN ORIGINAL
EXECUTED COUNTERPART OF THIS AGREEMENT. ANY PARTY DELIVERING AN EXECUTED
COUNTERPART OF THIS AGREEMENT BY TELEFACSIMILE OR OTHER ELECTRONIC METHOD OF
TRANSMISSION ALSO SHALL DELIVER AN ORIGINAL EXECUTED COUNTERPART OF THIS
AGREEMENT BUT THE FAILURE TO DELIVER AN ORIGINAL EXECUTED COUNTERPART SHALL NOT
AFFECT THE VALIDITY, ENFORCEABILITY, AND BINDING EFFECT OF THIS AGREEMENT. THE