hereof or pursuant to the terms of the Credit Agreement,
as amended hereby, are hereby amended so that any reference in such Loan
Documents to the Credit Agreement shall mean a reference to the Credit
Agreement, as amended hereby.
6
SECTION 8:
Miscellaneous.
(a)
Successors and Assigns.
This Amendment shall be binding on and
shall inure to the benefit of Loan Parties, Agent, Lenders and their respective
successors and assigns.
(b)
ENTIRE AGREEMENT.
THIS AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT
OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES
ALL OTHER UNDERSTANDINGS, ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER
HEREOF.
(c)
Headings.
Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
(d)
Severability.
Wherever possible, each provision of this Amendment
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Amendment shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment.
(e)
Counterparts.
This Amendment may be executed in any number of
separate original counterparts (or telecopied or electronically transmitted
counterparts with original execution copy to follow) and by the different
parties on separate counterparts, each of which shall be deemed to be an
original, but all of such counterparts shall together constitute one agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopy or electronic transmission (e.g. "pdf" or "tif") shall have the same
effect as delivery of a manually executed counterpart of this Amendment.
(f)
Incorporation of Credit Agreement Provisions.
The provisions
contained in Section 16.1 (Choice of Law), Section 16.2 (Consent to
Jurisdiction), and Section 16.3 (Waiver of Jury Trial) of the Credit Agreement
are incorporated herein by reference to the same extent as if reproduced herein
in their entirety.
(g)
RELEASE.
EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT IT HAS NO
DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR
NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF
ITS LIABILITY TO REPAY THE "OBLIGATIONS" (AS SUCH TERM IS DEFINED IN THE CREDIT
AGREEMENT, AS AMENDED HEREBY) OR ANY KNOWN DEFENSE, COUNTERCLAIM, OFFSET,
CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT OR LENDERS.
EACH
LOAN PARTY HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES
AGENT AND EACH LENDER, THEIR RESPECTIVE PREDECESSORS, OFFICERS, DIRECTORS,
EMPLOYEES, AGENT, SUCCESSORS AND ASSIGNS, FROM ALL CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER KNOWN AS
OF THE DATE HEREOF TO THE EXTENT RELATING TO THE "OBLIGATIONS" (AS
7
SUCH TERM IS DEFINED IN THE CREDIT AGREEMENT, AS AMENDED HEREBY), THE CREDIT
AGREEMENT, THIS AMENDMENT OR ANY TRANSACTIONS CONTEMPLATED