AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN,
EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE OF
NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF SAID STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO
CONFLICTS OR CHOICE OF LAW BUT INCLUDING AND GIVING EFFECT TO SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO
AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS, THE STATE OF NEW YORK, OR ANY FEDERAL COURT SITTING THEREIN, AND
CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS AND SERVICE OF PROCESS
IN ANY SUCH SUIT BEING MADE UPON SUCH PARTY BY MAIL AT THE ADDRESS SPECIFIED IN
SECTION 18.
EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT COURT.
20.
HEADINGS.
The captions in this Credit Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.
21.
COUNTERPARTS.
This Credit Agreement and any amendment, modification or restatement hereof may
be executed in several counterparts and by each party on a separate counterpart,
each of which when executed and delivered shall be an original, and all of which
together shall constitute one instrument. In proving this Credit Agreement it
shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought. Delivery by facsimile or
by other electronic method of transmission by any of the parties hereto of an
executed counterpart hereof or of any amendment, waiver or restatement hereto
shall be as effective as an
99
original executed counterpart hereof or of such amendment, waiver or restatement
and shall be considered a representation that an original executed counterpart
hereof or such amendment, waiver or restatement as the case may be, will be
delivered.
22.
ENTIRE AGREEMENT, ETC.
22.1
ENTIRE AGREEMENT.
THE LOAN DOCUMENTS ARE INTENDED BY THE PARTIES AS
THE FINAL, COMPLETE AND EXCLUSIVE STATEMENT OF THE TRANSACTIONS EVIDENCED BY THE
LOAN DOCUMENTS. ALL PRIOR OR CONTEMPORANEOUS PROMISES, AGREEMENTS AND
UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, ARE DEEMED TO BE SUPERSEDED BY THE LOAN
DOCUMENTS, AND NO PARTY IS RELYING ON ANY PROMISE, AGREEMENT OR UNDERSTANDING
NOT SET FORTH IN THE LOAN DOCUMENTS.
22.2
ADDITIONAL GUARANTORS AND PLEDGED ENTITIES.
THE ADMINISTRATIVE AGENT
MAY UNILATERALLY, FROM TIME TO TIME, REVISE SCHEDULE 1A SO AS TO REFLECT THE
ADDITION OR REMOVAL OF PERSONS FROM THE DEFINITION OF GUARANTORS AND PLEDGED
ENTITIES.
THE SCHEDULE 1A PROVIDED BY THE ADMINISTRATIVE AGENT FROM TIME TO
TIME SHALL BE CONCLUSIVELY PRESUMED TO BE TRUE, ACCURATE CORRECT, AND BINDING
UPON ALL OF THE PARTIES HERETO, IN THE ABSENCE OF MANIFEST ERROR.
23.
CONSENTS, AMENDMENTS, WAIVERS,