BORROWER
ACKNOWLEDGES AND AGREES THAT THE EXECUTION AND DELIVERY BY THE BANK OF THIS
AMENDMENT SHALL NOT BE DEEMED TO CREATE A COURSE OF DEALING OR OTHERWISE
OBLIGATE THE BANK TO ENTER INTO AMENDMENTS UNDER THE SAME, SIMILAR OR ANY OTHER
CIRCUMSTANCES IN THE FUTURE.
6.
MISCELLANEOUS.
(A)
EXCEPT AS HEREIN EXPRESSLY AMENDED, ALL
TERMS, COVENANTS AND PROVISIONS OF THE CREDIT AGREEMENT ARE AND SHALL REMAIN IN
FULL FORCE AND EFFECT AND ALL REFERENCES THEREIN AND IN THE OTHER LOAN DOCUMENTS
TO SUCH CREDIT AGREEMENT SHALL HENCEFORTH REFER TO THE CREDIT AGREEMENT AS
AMENDED BY THIS AMENDMENT.
THIS AMENDMENT SHALL BE DEEMED INCORPORATED INTO,
AND A PART OF, THE CREDIT AGREEMENT.
THIS AMENDMENT IS A LOAN DOCUMENT.
(B)
THIS AMENDMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND TO THE CREDIT AGREEMENT AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
NO THIRD PARTY BENEFICIARIES ARE INTENDED IN
CONNECTION WITH THIS AMENDMENT.
(C)
THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NORTH CAROLINA.
(D)
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
EACH OF
THE PARTIES HERETO UNDERSTANDS AND AGREES THAT THIS DOCUMENT (AND ANY OTHER
DOCUMENT REQUIRED HEREIN) MAY BE DELIVERED BY ANY PARTY THERETO EITHER IN THE
FORM OF AN EXECUTED ORIGINAL OR AN EXECUTED ORIGINAL SENT BY FACSIMILE
TRANSMISSION TO BE FOLLOWED PROMPTLY BY MAILING OF A HARD COPY ORIGINAL, AND
THAT RECEIPT BY THE BANK OR THE BORROWER OF A FACSIMILE TRANSMITTED DOCUMENT
PURPORTEDLY BEARING THE SIGNATURE OF THE BANK OR THE BORROWER, AS APPLICABLE,
SHALL BIND THE BANK OR THE BORROWER WITH THE SAME FORCE AND EFFECT AS THE
DELIVERY OF
2
A HARD COPY ORIGINAL.
ANY FAILURE BY THE BANK OR THE BORROWER TO RECEIVE THE
HARD COPY EXECUTED ORIGINAL OF SUCH DOCUMENT SHALL NOT DIMINISH THE BINDING
EFFECT OF RECEIPT OF THE FACSIMILE TRANSMITTED EXECUTED ORIGINAL OF SUCH
DOCUMENT WHICH HARD COPY ORIGINAL WAS NOT RECEIVED BY THE BANK OR THE BORROWER,
AS APPLICABLE.
(E)
THIS AMENDMENT, TOGETHER WITH THE CREDIT
AGREEMENT, CONTAINS THE ENTIRE AND EXCLUSIVE AGREEMENT OF THE PARTIES HERETO
WITH REFERENCE TO THE MATTERS DISCUSSED HEREIN AND THEREIN.
THIS AMENDMENT
SUPERSEDES ALL PRIOR DRAFTS AND COMMUNICATIONS WITH RESPECT THERETO.
THIS
AMENDMENT MAY NOT BE AMENDED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 8.04 OF THE CREDIT AGREEMENT.
(F)
IF ANY TERM OR PROVISION OF THIS
AMENDMENT SHALL BE DEEMED PROHIBITED BY OR INVALID UNDER ANY APPLICABLE LAW,
SUCH PROVISION SHALL BE INVALIDATED WITHOUT AFFECTING THE REMAINING PROVISIONS
OF THIS AMENDMENT OR THE CREDIT AGREEMENT, RESPECTIVELY.
(g)
Notice of Final Agreement.
THIS WRITTEN
AMENDMENT, THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, AND THE DOCUMENTS
EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE