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.
51. 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.
52. SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF THE
ADMINISTRATIVE AGENT AND THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
AND THE OBLIGATIONS OF THE COMPANIES 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 WRITTEN CONSENT OF THE
8
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 EXTENT AS IF
SUCH HOLDER HAD ORIGINALLY BEEN A LENDER UNDER THE CREDIT AGREEMENT.
53. JOINT AND SEVERAL OBLIGATIONS. EACH OF THE OBLIGATIONS OF EACH AND EVERY
COMPANY UNDER THIS AGREEMENT ARE JOINT AND SEVERAL. THE ADMINISTRATIVE AGENT AND
THE LENDERS, OR ANY OF THEM, MAY, IN THEIR SOLE DISCRETION, ELECT TO ENFORCE
THIS AGREEMENT AGAINST ANY COMPANY WITHOUT ANY DUTY OR RESPONSIBILITY TO PURSUE
ANY OTHER COMPANY AND SUCH AN ELECTION BY THE ADMINISTRATIVE AGENT AND THE
LENDERS, OR ANY OF THEM, SHALL NOT BE A DEFENSE TO ANY ACTION THE ADMINISTRATIVE
AGENT AND THE LENDERS, OR ANY OF THEM, MAY ELECT TO TAKE AGAINST ANY COMPANY.
EACH OF THE LENDERS AND ADMINISTRATIVE AGENT HEREBY RESERVE ALL RIGHT AGAINST
EACH COMPANY.
54. COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS
AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH OF WHICH,
WHEN EXECUTED AND DELIVERED, SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT. EACH COMPANY
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 COMPANY SHALL CONSTITUTE EFFECTIVE AND BINDING
EXECUTION AND DELIVERY HEREOF BY SUCH COMPANY.
55. ATTORNEYS-IN-FACT. EACH OF THE COMPANIES HEREBY AUTHORIZES AND EMPOWERS THE
ADMINISTRATIVE AGENT, AT ITS ELECTION AND IN THE NAME OF EITHER ITSELF, FOR THE
BENEFIT OF THE ADMINISTRATIVE AGENT AND THE LENDERS AS THEIR RESPECTIVE
INTERESTS MAY APPEAR, OR IN THE NAME OF EACH