"LOAN AGREEMENT", "THEREUNDER", "THEREOF' OR WORDS OF LIKE
IMPORT REFERRING TO THE LOAN AGREEMENT SHALL MEAN AND BE A REFERENCE TO THE
AMENDED LOAN AGREEMENT.
2.
EXCEPT AS SPECIFICALLY AMENDED BY THIS AMENDMENT, THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT AND
ARE HEREBY RATIFIED AND CONFIRMED.
3.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT SHALL
NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONSTITUTE A WAIVER OF ANY PROVISION
OF, OR OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF AGENT OR ANY LENDER
UNDER, THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR SERVE TO EFFECT
A NOVATION OF THE INDEBTEDNESS.
B.
FEES AND EXPENSES.
COMPANY ACKNOWLEDGES THAT ALL COSTS, FEES AND
EXPENSES AS DESCRIBED IN SECTION 13.15 OF THE LOAN AGREEMENT INCURRED BY AGENT
AND ITS COUNSEL WITH RESPECT TO THIS AMENDMENT AND THE DOCUMENTS AND
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE FOR THE ACCOUNT OF BORROWERS.
C.
HEADINGS.
SECTION AND SUBSECTION 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 OR BE GIVEN ANY SUBSTANTIVE EFFECT.
D.
APPLICABLE LAW.
THIS AMENDMENT SHALL IN ALL RESPECTS BE GOVERNED
BY THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
E.
COUNTERPARTS; EFFECTIVENESS.
THIS AMENDMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN
ORIGINAL, BUT ALL SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE
SAME INSTRUMENT; SIGNATURE PAGES MAY BE DETACHED FROM MULTIPLE SEPARATE
COUNTERPARTS AND ATTACHED TO A SINGLE COUNTERPART SO THAT ALL SIGNATURE
PAGES ARE PHYSICALLY ATTACHED TO THE SAME DOCUMENT.
ANY FACSIMILED,
ELECTRONICALLY TRANSMITTED, OR PHOTOCOPIED SIGNATURES HERETO SHALL BE DEEMED
ORIGINAL SIGNATURES HERETO, ALL OF WHICH SHALL BE EQUALLY VALID.
THIS AMENDMENT
(OTHER THAN THE PROVISIONS OF SECTIONS 1 AND 2 HEREOF, THE EFFECTIVENESS OF
WHICH IS GOVERNED BY SECTION 3 HEREOF) SHALL BECOME EFFECTIVE UPON THE EXECUTION
OF A COUNTERPART HEREOF BY OBLIGORS, AGENT AND LENDERS AND RECEIPT BY OBLIGORS
AND AGENT OF WRITTEN OR TELEPHONIC NOTIFICATION OF SUCH EXECUTION AND
AUTHORIZATION OF DELIVERY THEREOF.
SECTION 5.
ACKNOWLEDGEMENT AND CONSENT BY GUARANTOR
Guarantor hereby acknowledges that it has read this Amendment and consents to
the terms thereof, and hereby confirms and agrees that, notwithstanding the
effectiveness of this Amendment, the obligations of Guarantor under its Guaranty
shall not be impaired or affected and the applicable Guaranty is, and shall
continue to be, in full force and effect and is hereby
10
confirmed and ratified in all respects.
Guarantor further agrees that nothing
in the Loan Agreement, this Amendment or any other Loan Document shall be deemed
to require the consent of Guarantor to any future amendment to the Loan
Agreement.
SECTION 6.
RELEASORS.
A.
EACH BORROWER AND GUARANTOR HEREBY ACKNOWLEDGES AND AGREES THAT,
AS OF THE SECOND AMENDMENT EFFECTIVE DATE, NO RIGHT OF OFFSET, DEFENSE,
COUNTERCLAIM, CLAIM, CAUSE OF