5.4
No Oral Agreement.
This Second Amendment, the Credit Agreement and the
other Loan Documents executed in connection herewith and therewith represent the
final agreement between the parties and may not be contradicted by evidence of
prior, contemporaneous, or unwritten oral agreements of the parties. There are
no subsequent oral agreements between the parties.
5.5
GOVERNING LAW.
The provisions of Section 12.09 of the Credit Agreement
are incorporated herein mutatis mutandis.
5.6
Payment of Expenses.
In accordance with Section 12.03 of the Credit
Agreement, the Borrower agrees to pay or reimburse the Administrative Agent and
the Lenders for all of their reasonable out-of-pocket costs and reasonable
expenses incurred in connection with this Second Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent and the Lenders.
5.7
Severability.
Any provision of this Second 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.
5.8
Successors and Assigns.
This Second Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
5.9
Loan Document. This Second Amendment is a "Loan Document" as defined and
described in the Credit Agreement, and all of the terms and provisions of the
Credit Agreement relating to Loan Documents shall apply hereto.
5.10
RELEASE. FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE BORROWER AND EACH OTHER
OBLIGOR HEREBY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT
RESERVE, RELEASES AND FOREVER DISCHARGES EACH LENDER, EACH AGENT AND EACH OF
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, ADVISORS (INCLUDING ATTORNEYS,
ACCOUNTANTS AND EXPERTS) AND AFFILIATES (COLLECTIVELY THE "RELEASED PARTIES" AND
INDIVIDUALLY A "RELEASED PARTY") FROM ANY AND ALL ACTIONS, CLAIMS, DEMANDS,
CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, COSTS,
DAMAGES, EXPENSES OR OTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, KNOWN
OR UNKNOWN, DIRECT AND/OR INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR
HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS,
REBATEMENT, CLAIMS OF USURY
Page 3
OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE
OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE
DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN EACH CASE, ON OR
PRIOR TO THE SECOND AMENDMENT EFFECTIVE DATE AND ARE IN ANY WAY DIRECTLY OR
INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THIS SECOND
AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE "RELEASED
MATTERS"). THE BORROWER AND EACH OTHER OBLIGOR, BY EXECUTION HEREOF, HEREBY
ACKNOWLEDGES AND AGREES