OR NOW HAS AGAINST ANY OF THEM THROUGH AND INCLUDING THE DATE HEREOF
ARISING OUT OF OR RELATING TO ANY ACTS OR OMISSIONS WITH RESPECT TO THIS
AMENDMENT, THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY OTHER MATTERS
DESCRIBED OR REFERRED TO HEREIN OR THEREIN OR RELATED HERETO OR THERETO.
15.
INTEGRATION.
THIS AMENDMENT CONSTITUTES THE SOLE AGREEMENT OF THE
PARTIES WITH RESPECT TO THE TERMS HEREOF AND SHALL SUPERSEDE ALL ORAL
NEGOTIATIONS AND THE TERMS OF PRIOR WRITINGS WITH RESPECT THERETO.
16.
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
17.
MISCELLANEOUS.
(A)
EXPENSES.
THE BORROWER AGREES TO PAY ALL OF THE ADMINISTRATIVE
AGENT'S REASONABLE OUT-OF-POCKET FEES AND EXPENSES INCURRED IN CONNECTION WITH
THE PREPARATION, NEGOTIATION AND EXECUTION OF THIS AMENDMENT AND THE OTHER
DOCUMENTS EXECUTED IN CONNECTION HEREWITH, INCLUDING WITHOUT LIMITATION, THE
REASONABLE FEES AND EXPENSES OF COUNSEL TO THE ADMINISTRATIVE AGENT.
(B)
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
(C)
SUCCESSOR AND ASSIGNS.
THIS AMENDMENT SHALL INURE TO THE BENEFIT
OF, AND BE BINDING UPON, THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
(D)
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, AND ALL OF WHICH
SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
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(E)
HEADINGS.
THE HEADINGS OF ANY PARAGRAPH OF THIS AMENDMENT ARE FOR
CONVENIENCE ONLY AND SHALL NOT BE USED TO INTERPRET ANY PROVISION HEREOF.
(F)
MODIFICATIONS.
NO MODIFICATION HEREOF OR ANY AGREEMENT REFERRED
TO HEREIN SHALL BE BINDING OR ENFORCEABLE UNLESS IN WRITING AND SIGNED ON BEHALF
OF THE PARTY AGAINST WHOM ENFORCEMENT IS SOUGHT.
[Signatures to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
KENEXA TECHNOLOGY, INC.
By:
/s/ DONALD F. VOLK
Name: Donald F. Volk
Title: Chief Financial Officer
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Issuing Bank and a Lender
By:
/s/ JEFFREY M. PRICKITT
Name: Jeffrey M. Prickitt
Title: Vice President
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