MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF AGENT AND
PLEDGORS.
Severability
. If for any reason any provision or provisions hereof are determined to be
invalid and contrary to any existing or future law, such invalidity shall not
impair the operation of or affect those portions of this Agreement which are
valid.
Notices
. Except as otherwise provided herein, whenever it is provided herein that any
notice, demand, request, consent, approval, declaration or other communication
shall or may be given to or served upon any of the parties by any other party,
or whenever any of the parties desires to give or serve upon any other a
communication with respect to this Agreement, each such notice, demand, request,
consent, approval, declaration or other communication shall be in accordance
with the terms of
Section 14.9
of the Loan Agreement.
Section Titles
. The Section titles contained in this Agreement are and shall be without
substantive meaning or content of any kind whatsoever and are not a part of the
agreement between the parties hereto.
Counterparts
. This Agreement may be executed in any number of counterparts, which shall,
collectively and separately, constitute one agreement.
Benefit of Lenders
. All security interests granted or contemplated hereby shall be for the benefit
of Agent and Lenders, and all proceeds or payments realized from the Pledged
Collateral in accordance herewith shall be applied to the Obligations in
accordance with the terms of the Loan Agreement.
ENTIRE AGREEMENT; RELEASE. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, REPRESENTS THE ENTIRE, FINAL AGREEMENT AND UNDERSTANDING CONCERNING
THE SUBJECT MATTER HEREOF AND THEREOF BETWEEN THE PARTIES HERETO, AND SUPERSEDES
ALL OTHER PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS,
REPRESENTATIONS, WARRANTIES, COMMITMENTS, PROPOSALS, OFFERS AND CONTRACTS
CONCERNING THE SUBJECT MATTER HEREOF, WHETHER ORAL OR WRITTEN. THIS AGREEMENT,
THE OTHER LOAN DOCUMENTS, ANY SUPPLEMENTS HERETO OR THERETO, AND ANY INSTRUMENTS
OR DOCUMENTS DELIVERED OR TO BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES HERETO. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS
AGREEMENT AND ANY SCHEDULE OR EXHIBIT HERETO, THE TERMS OF THIS AGREEMENT SHALL
GOVERN. EXECUTION OF THIS AGREEMENT BY PLEDGORS CONSTITUTES A FULL, COMPLETE AND
IRREVOCABLE RELEASE OF ANY AND ALL CLAIMS WHICH PLEDGORS MAY HAVE AT LAW OR IN
EQUITY IN RESPECT OF ALL PRIOR DISCUSSIONS AND UNDERSTANDINGS, ORAL OR WRITTEN,
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
NEITHER AGENT NOR ANY LENDER SHALL BE LIABLE TO ANY PLEDGOR OR ANY OTHER PERSON
ON ANY THEORY OF LIABILITY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE
DAMAGES.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first written above.
INTEGRATED ELECTRICAL SERVICES, INC.
By:
Curt Warnock
Senior Vice President
BEXAR ELECTRIC COMPANY, LTD.
By: BW/BEC, Inc.,