or relating to
(a) this Amendment (and any documents or agreements being executed in connection
herewith), the Loan Agreement, or any other Loan Document, (b) any and all
Loans
or other extensions of credit made thereunder through the date hereof,
(c) any other Obligations heretofore made and/or outstanding under the Loan
Agreement or any other Loan Document, (d) any transactions pursuant to or
contemplated by or arising from or entered into in connection with this
Amendment (and any documents or agreements being executed in connection
herewith), the Loan Agreement, any other Loan Documents, any such Loans or
extensions of creditor
or any other Obligation and/or (e) any action (or
failure to act) taken (or, as applicable, not taken or taken only after any
delay or after satisfaction of any conditions) by any of the Released Parties
either in connection with any of the foregoing, or as contemplated by the Loan
Agreement or by any Loan Documents, or in connection with the negotiation or
administration of the Loan Agreement, this Amendment (and any documents or
agreements being executed in connection herewith) or any other Loan Document, in
each such case to the extent such liability, damage, claim, loss or expense
arises out of an event or circumstance that has occurred, arisen or is in
existence as of the date hereof.
7.
Governing Law.
THIS AGREEMENT, AND ALL MATTERS RELATING HERETO AND
ARISING HEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE),
INCLUDING WITHOUT LIMITATION ENFORCEMENT OF THE OBLIGATIONS, SHALL BE
INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE CONFLICT OF LAWS
RULES) OF THE COMMONWEALTH OF PENNSYLVANIA GOVERNING CONTRACTS TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE.
BORROWER SPECIFICALLY ACKNOWLEDGES THAT THE
PROVISIONS OF SECTION 9.26 OF THE LOAN AGREEMENT REGARDING CONSENT TO
JURISDICTION AND SERVICE OF PROCESS ARE INCORPORATED HEREIN BY REFERENCE.
8.
WAIVER OF JURY TRIAL.
DLL AND BORROWER EACH HEREBY WAIVES THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF,
OR IN ANY WAY RELATING TO: (i) THIS AMENDMENT; (ii) ANY OTHER PRESENT OR FUTURE
INSTRUMENT OR AGREEMENT BETWEEN DLL AND BORROWER; OR (iii) ANY CONDUCT, ACTS OR
OMISSIONS OF DLL OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH DLL OR BORROWER; IN EACH
OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.
9.
Counterparts.
This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and such counterparts together shall constitute one and the same respective
agreement.
Signature by facsimile or other electronic transmission (including
email transmission of a PDF copy of any signature) shall bind the parties
hereto.
8
10.
Joint and Several Obligations of Borrower.
If more than one
Person is named as the "Borrower" above, or hereafter becomes a "Borrower"
hereunder by means of a joinder, amendment or other modification hereto or to
the Loan Agreement, then all references herein