secure all obligations and
indebtedness now, hereafter or from time to time made by, owing to or arising in
favor of Agents or Lenders pursuant to the Loan Documents (as now, hereafter or
from time to time amended). 7.3. This Amendment constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof. Neither this
Amendment nor any provision hereof may be changed, waived, discharged, modified
or terminated orally, but only by an instrument in writing signed by the parties
required to be a party thereto pursuant to the Credit Agreement. 7.4. This
Amendment may be executed in any number of counterparts (including by facsimile
or as a .pdf attachment), and by the different parties hereto on the same or
separate counterparts, each of which shall be deemed to be an original
instrument but all of which together shall constitute one and the same
agreement. 7.5. If any term or provision of this Amendment is adjudicated to be
invalid under applicable laws or regulations, such provision shall be
inapplicable to the extent of such invalidity without affecting the validity or
enforceability of the remainder of this Amendment which shall be given effect so
far as possible. 7.6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE CREDIT
AGREEMENT AND SHALL BE SUBJECT TO ANY WAIVER OF JURY TRIAL (OR IF APPLICABLE,
THE JUDICIAL REFEREE PROVISIONS) AND NOTICE PROVISIONS OF THE CREDIT AGREEMENT.
7.7. This Amendment shall be binding upon and inure to the benefit of each Loan
Party, Agents and Lenders and their respective successors and assigns, except
that no Loan Party shall have the right to assign any rights thereunder or any
interest therein without Administrative Agent's and the Required Lenders' prior
written consent.
[icdsecondamendmenttoseco005.jpg]
5 [ICD] Second Amendment to Second Amended and Restated Credit Agreement
#56317467 7.8. EACH LOAN PARTY HEREBY ABSOLUTELY AND UNCONDITIONALLY RELEASES
AND FOREVER DISCHARGES EACH AGENT AND EACH LENDER, AND ANY AND ALL PARTICIPANTS,
PARENTS, SUBSIDIARIES, AFFILIATES, INSURERS, INDEMNITORS, PREDECESSORS,
SUCCESSORS AND ASSIGNS THEREOF, IN EACH CASE, IN WHATEVER CAPACITY, TOGETHER
WITH ALL OF THE PRESENT AND FORMER DIRECTORS, OFFICERS, ATTORNEYS, AGENTS AND
EMPLOYEES OF ANY OF THE FOREGOING, FROM ANY AND ALL CLAIMS, DEMANDS OR CAUSES OF
ACTION OF ANY KIND, NATURE OR DESCRIPTION, WHETHER ARISING IN LAW OR EQUITY OR
UPON CONTRACT OR TORT OR UNDER ANY STATE OR FEDERAL LAW OR OTHERWISE BUT ONLY TO
THE EXTENT ARISING UNDER, ON ACCOUNT OF OR IN CONNECTION WITH THE LOANS AND/OR
THE LOAN DOCUMENTS, WHICH SUCH LOAN PARTY HAS HAD, NOW HAS OR HAS MADE CLAIM TO
HAVE AGAINST ANY SUCH PERSON FOR OR BY REASON OF ANY ACT, OMISSION, MATTER,
CAUSE OR THING WHATSOEVER ARISING FROM THE BEGINNING OF TIME TO AND INCLUDING
THE SECOND AMENDMENT EFFECTIVE DATE, WHETHER SUCH CLAIMS, DEMANDS AND CAUSES OF
ACTION ARE MATURED OR UNMATURED OR KNOWN OR UNKNOWN,