THIS AGREEMENT BE OF A CONTINUING NATURE.
51. MODIFICATION, AMENDMENTS OR WAIVERS. ANY AND ALL AGREEMENTS AMENDING OR
CHANGING ANY PROVISION OF THIS AGREEMENT OR THE RIGHTS OF THE ADMINISTRATIVE
AGENT OR THE LENDERS HEREUNDER, AND ANY AND ALL WAIVERS OR CONSENTS TO EVENTS OF
DEFAULT OR OTHER DEPARTURES FROM THE DUE PERFORMANCE OF ANY COMPANY HEREUNDER,
SHALL BE MADE ONLY BY WRITTEN AGREEMENT, WAIVER OR CONSENT SIGNED BY THE
ADMINISTRATIVE AGENT, ACTING ON BEHALF OF ALL THE LENDERS, WITH THE WRITTEN
CONSENT OF THE REQUIRED LENDERS, ANY SUCH AGREEMENT, WAIVER OR CONSENT MADE WITH
SUCH WRITTEN CONSENT BEING EFFECTIVE TO BIND ALL THE LENDERS.
52. EXPENSES. THE COMPANIES UNCONDITIONALLY AND JOINTLY AND SEVERALLY AGREE UPON
DEMAND TO PAY TO THE ADMINISTRATIVE AGENT AND THE LENDERS THE AMOUNT OF ANY AND
ALL OUT-OF-POCKET COSTS, EXPENSES AND DISBURSEMENTS, INCLUDING FEES AND EXPENSES
OF COUNSEL (INCLUDING THE ALLOCATED COSTS OF STAFF COUNSEL) FOR WHICH
REIMBURSEMENT IS CUSTOMARILY OBTAINED, WHICH THE ADMINISTRATIVE AGENT OR ANY OF
THE LENDERS MAY INCUR IN CONNECTION WITH (A) THE EXERCISE OR ENFORCEMENT OF ANY
OF THE RIGHTS OF THE ADMINISTRATIVE AGENT OR THE LENDERS HEREUNDER, OR (B) THE
FAILURE BY ANY OF THE COMPANIES TO PERFORM OR OBSERVE ANY OF THE PROVISIONS
HEREOF.
53. SEVERABILITY. THE PROVISIONS OF THIS AGREEMENT ARE INTENDED TO BE SEVERABLE.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD INVALID OR UNENFORCEABLE IN
WHOLE OR IN PART IN ANY JURISDICTION, SUCH PROVISION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY OR
UNENFORCEABILITY WITHOUT IN ANY MANNER AFFECTING THE VALIDITY OR ENFORCEABILITY
THEREOF IN ANY OTHER JURISDICTION OR THE REMAINING PROVISIONS HEREOF IN ANY
JURISDICTION.
54. GOVERNING LAW. THIS AGREEMENT SHALL BE A CONTRACT UNDER THE INTERNAL LAWS OF
THE COMMONWEALTH OF PENNSYLVANIA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT
GIVING EFFECT TO ITS PRINCIPLES OF CONFLICT OF LAWS.
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55. SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF THE
ADMINISTRATIVE AGENT AND THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, AS PERMITTED IN THE CREDIT AGREEMENT, AND THE OBLIGATIONS OF EACH
COMPANY SHALL BE BINDING UPON THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS,
PROVIDED, THAT NO COMPANY MAY ASSIGN OR TRANSFER ITS RIGHTS OR OBLIGATIONS
HEREUNDER OR ANY INTEREST HEREIN AND ANY SUCH PURPORTED ASSIGNMENT OR TRANSFER
SHALL BE NULL AND VOID. THE DUTIES AND OBLIGATIONS OF THE COMPANIES MAY NOT BE
DELEGATED OR TRANSFERRED BY THE COMPANIES WITHOUT THE PRIOR WRITTEN CONSENT OF
THE REQUIRED LENDERS AND ANY SUCH DELEGATION OR TRANSFER WITHOUT SUCH CONSENT
SHALL BE NULL AND VOID. EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY THE CONTEXT
OF THIS AGREEMENT, THE WORD "LENDERS" WHEN USED HEREIN SHALL INCLUDE, WITHOUT
LIMITATION, ANY HOLDER OF A NOTE OR AN ASSIGNMENT OF RIGHTS THEREIN ORIGINALLY
ISSUED TO A LENDER UNDER THE CREDIT AGREEMENT, AND EACH SUCH HOLDER OF A NOTE OR
ASSIGNMENT SHALL HAVE THE BENEFITS OF THIS AGREEMENT TO THE SAME