MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER AND EPL EACH HEREBY IRREVOCABLY
WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THE LOAN DOCUMENTS.
Section 10.14 Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, EACH LENDER, EACH
ISSUER, THE BORROWER AND EPL HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE
AGENT, SUCH LENDER, SUCH ISSUER, THE BORROWER OR EPL IN CONNECTION THEREWITH.
THE BORROWER AND EPL EACH ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH
OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH ISSUER
ENTERING INTO THE LOAN DOCUMENTS.
-58--EXXI Eighth Amendment-
(xxxxx)
Section 10.15 of the Credit Agreement is hereby amended (x) by
inserting the parenthetical "(including any self-regulatory body)" immediately
after the phrase "regulatory body having or claiming to have jurisdiction over
such Lender" appearing in subclause (ii) of Section 10.15(a) and (y) by deleting
"The Borrower hereby acknowledges" from clause (b) of such Section 10.15 and
inserting in place thereof the phrase "The Borrower and EPL each hereby
acknowledges".
(yyyyy) Section 10.16 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:
Section 10.16 Counsel Representation. THE BORROWER AND EPL EACH ACKNOWLEDGES AND
AGREES THAT IT HAS BEEN REPRESENTED BY COMPETENT COUNSEL IN THE NEGOTIATION OF
THIS AGREEMENT, AND THAT ANY RULE OR CONSTRUCTION OF LAW ENABLING THE BORROWER
OR EPL, AS APPLICABLE, TO ASSERT THAT ANY AMBIGUITIES OR INCONSISTENCIES IN THE
DRAFTING OR PREPARATION OF THE TERMS OF THIS AGREEMENT SHOULD DIMINISH ANY
RIGHTS OR REMEDIES OF THE ADMINISTRATIVE AGENT OR THE OTHER SECURED PARTIES ARE
HEREBY WAIVED BY THE BORROWER AND EPL.
(zzzzz) Section 10.18 of the Credit Agreement is hereby amended by (x) deleting
the phrase "Obligations of the Borrower to each Lender under this Agreement
shall be subject" and inserting in place thereof the phrase "Obligations of the
Borrower and EPL to each Lender under this Agreement and the other Loan
Documents shall be subject", (y) deleting the phrase "and any excess shall be
credited to the Borrower by such Lender (or, if such consideration shall have
been paid in full, such excess promptly refunded to the Borrower);" and
inserting in place thereof the phrase "and any excess shall be credited to the
Borrower or EPL, as applicable, by such Lender (or, if such consideration shall
have been