ARISING FROM ANY "OBLIGATIONS",
INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING,
COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE
APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT
OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS FIRST
AMENDMENT.
REFERENCE TO THE CREDIT AGREEMENT.
UPON AND DURING THE EFFECTIVENESS OF THIS FIRST AMENDMENT, EACH REFERENCE IN THE
CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", OR WORDS OF LIKE IMPORT SHALL
MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT, AS AFFECTED BY THIS FIRST
AMENDMENT.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS FIRST AMENDMENT SHALL NOT BY
IMPLICATION OR OTHERWISE LIMIT, IMPAIR, CONSTITUTE A WAIVER OF, OR OTHERWISE
AFFECT THE RIGHTS OR REMEDIES OF THE ADMINISTRATIVE AGENT OR THE LENDERS UNDER
THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND SHALL NOT ALTER,
MODIFY, AMEND, OR IN ANY WAY AFFECT THE TERMS, CONDITIONS, OBLIGATIONS,
COVENANTS, OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR THE OTHER LOAN
DOCUMENTS, ALL OF WHICH ARE HEREBY RATIFIED AND AFFIRMED IN ALL RESPECTS AND
SHALL CONTINUE IN FULL FORCE AND EFFECT.
6
COSTS AND EXPENSES.
THE BORROWER SHALL BE OBLIGATED TO PAY THE COSTS AND
EXPENSES OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION,
REPRODUCTION, EXECUTION AND DELIVERY OF THIS FIRST AMENDMENT AND THE OTHER
INSTRUMENTS AND DOCUMENTS TO BE DELIVERED HEREUNDER.
EXECUTION IN COUNTERPARTS.
THIS FIRST AMENDMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH
OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE AN ORIGINAL AND
ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
FOR PURPOSES OF THIS FIRST AMENDMENT, A COUNTERPART HEREOF (OR
SIGNATURE PAGE THERETO) SIGNED AND TRANSMITTED BY ANY PERSON PARTY HERETO TO THE
ADMINISTRATIVE AGENT (OR ITS COUNSEL) BY FACSIMILE MACHINE, TELECOPIER OR
ELECTRONIC MAIL IS TO BE TREATED AS AN ORIGINAL.
THE SIGNATURE OF SUCH PERSON
THEREON, FOR PURPOSES HEREOF, IS TO BE CONSIDERED AS AN ORIGINAL SIGNATURE, AND
THE COUNTERPART (OR SIGNATURE PAGE THERETO) SO TRANSMITTED IS TO BE CONSIDERED
TO HAVE THE SAME BINDING EFFECT AS AN ORIGINAL SIGNATURE ON AN ORIGINAL
DOCUMENT.
GOVERNING LAW; BINDING EFFECT.
THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING
EFFECT TO CONFLICT OF LAWS) AND THE UNITED STATES OF AMERICA, AND SHALL BE
BINDING UPON THE BORROWER AND EACH LENDER AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
HEADINGS.
SECTION HEADINGS IN THIS FIRST AMENDMENT ARE INCLUDED HEREIN FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS FIRST
AMENDMENT FOR ANY OTHER PURPOSE.
ENTIRE AGREEMENT.
THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST AMENDMENT, AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO
THE SUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
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