THE LOAN AGREEMENT, EACH CREDIT
PARTY AGREES TO PAY ON DEMAND ALL COSTS AND OUT-OF-POCKET EXPENSES INCURRED BY
AGENT IN CONNECTION WITH THE PREPARATION, NEGOTIATION, AND EXECUTION OF THIS
AMENDMENT AND THE OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO AND ANY AND ALL
AMENDMENTS, MODIFICATIONS, AND SUPPLEMENTS THERETO, INCLUDING, WITHOUT
LIMITATION, THE COSTS AND FEES OF AGENT'S LEGAL COUNSEL, AND ALL COSTS AND
OUT-OF-POCKET EXPENSES INCURRED BY AGENT IN CONNECTION WITH THE ENFORCEMENT OR
PRESERVATION OF ANY RIGHTS UNDER THE LOAN AGREEMENT, AS AMENDED HEREBY, OR ANY
OTHER LOAN DOCUMENTS, INCLUDING, WITHOUT, LIMITATION, THE COSTS AND FEES OF
AGENT'S LEGAL COUNSEL AND CONSULTANTS RETAINED BY AGENT OR RETAINED BY AGENT'S
LEGAL COUNSEL.
6.04
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT HELD BY A COURT OF
COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE SHALL NOT IMPAIR OR
INVALIDATE THE REMAINDER OF THIS AMENDMENT AND THE EFFECT THEREOF SHALL BE
CONFINED TO THE PROVISION SO HELD TO BE INVALID OR UNENFORCEABLE.
6.05
SUCCESSORS AND ASSIGNS.
THIS AMENDMENT IS BINDING UPON AND SHALL
INURE TO THE BENEFIT OF LENDERS AND AGENT AND EACH CREDIT PARTY AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT NO CREDIT PARTY MAY ASSIGN OR
TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF LENDER AND AGENT.
6.06
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL,
BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
6.07
EFFECT OF WAIVER.
NO CONSENT OR WAIVER, EXPRESS OR IMPLIED, BY
LENDERS OR AGENT TO OR FOR ANY BREACH OF OR DEVIATION FROM ANY COVENANT OR
CONDITION BY ANY CREDIT PARTY
8
shall be deemed a consent to or waiver of any other breach of the same or any
other covenant, condition or duty.
6.08
HEADINGS.
THE HEADINGS, CAPTIONS, AND ARRANGEMENTS USED IN THIS
AMENDMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF
THIS AMENDMENT.
6.09
APPLICABLE LAW.
THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.
6.10
FINAL AGREEMENT.
THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS,
EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED.
THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NO
MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS
AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY EACH CREDIT
PARTY AND LENDERS AND AGENT.
6.11
RELEASE.
EACH CREDIT PARTY HEREBY ACKNOWLEDGES THAT IT HAS NO
DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR
NATURE WHATSOEVER THAT CAN