PROVISIONS HEREOF MAY BE SPECIFICALLY ENFORCED
BY THE ADMINISTRATIVE AGENT AND WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION
OR PROCEEDING THAT THE ADMINISTRATIVE AGENT HAS AN ADEQUATE REMEDY AT LAW.
137. THIS AGREEMENT SHALL BE BINDING UPON, AND INURE TO THE BENEFIT OF, THE
ADMINISTRATIVE AGENT, THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
AND EACH DEBTOR AND EACH OF ITS RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT
NO DEBTOR MAY NOT ASSIGN OR TRANSFER ITS OBLIGATIONS HEREUNDER OR ANY INTEREST
HEREIN.
138. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA AND FOR ALL PURPOSES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF SAID COMMONWEALTH EXCLUDING ITS RULES
RELATING TO CONFLICTS OF LAW.
139. ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY
JURISDICTION SHALL NOT INVALIDATE THE REMAINING PROVISIONS HEREOF, AND ANY SUCH
PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
140. EACH DEBTOR 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 DEBTOR 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 DEBTOR 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 DEBTOR 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 SUCH
DEBTOR IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT'S ADDRESS, AND EACH
DEBTOR HEREBY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO RECEIVE
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SUCH SERVICE ON ITS BEHALF. EACH DEBTOR 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 DEBTOR FURTHER AGREES THAT IT SHALL,
FOR SO LONG AS ANY COMMITMENT OR ANY OBLIGATION OF ANY LOAN PARTY TO ANY LENDER
REMAINS OUTSTANDING, CONTINUE TO RETAIN PROCESS AGENT FOR THE PURPOSES SET FORTH
IN THIS SECTION 22. 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 COMPANIES AND AGREES TO ACT AS
PROCESS AGENT ON BEHALF OF THE COMPANIES.
141. EXCEPT AS PROHIBITED BY LAW, EACH DEBTOR HEREBY WAIVES ANY RIGHT IT MAY
HAVE TO A TRIAL BY A JURY