Common use of Entirety and Amendments Clause in Contracts

Entirety and Amendments. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement and the other Loan Documents embody the entire agreement between Borrowers and Lenders and supersedes all prior proposals, agreements and understandings relating to the subject matter hereof. Borrowers certify that they are relying on no representation, warranty, covenant or agreement except for those set forth herein and the other Loan Documents of even date herewith. This Agreement and the other Loan Documents may be amended, or the provisions hereof waived, only by an instrument in writing executed jointly by an authorized officer of EDS and Administrative Agent, acting on behalf of Majority Lenders, and supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. Notwithstanding anything to the contrary set forth herein, no change in the Loan Documents or waiver of the provisions thereof which has the effect of (a) extending the maturity or decreasing the amount of any payment on any Notes or payment of any fee, (b) decreasing any rate or amount of interest or other sums payable to any Lender under the Loan Documents, (c) changing the definition of the term "Majority Lenders", (d) amending or waiving Sections 5.2 (except with respect to a Bid Rate Loan as set forth in Section 5.3), 7.8, 11.9 or 11.12 or (e) discharging any guarantor shall be effective absent the concurrence of all Lenders. No increase to the Committed Sum of any Lender, no extension of the Commitment Termination Date of any Lender and no imposition of any additional obligations upon any Lender, except as expressly provided herein, shall be effective without the consent of such Lender. Notwithstanding the foregoing, EDS or any other Borrower and any Lender of a Bid Rate Loan may, from time to time, and at any time, enter into an amendment of such Bid Rate Loan and the Bid Rate Note related thereto. EDS and Administrative Agent may, from time to time and at any time, enter into an amendment hereof, for the purpose of adding as a Lender hereunder any commercial lending institution.

Entirety and Amendments. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement and the other Loan Documents embody embodies the entire agreement between Borrowers and Lenders and supersedes all prior proposals, agreements and understandings or among the parties relating to the subject matter hereof. Borrowers certify that they are relying on no representation, warrantysupersedes all prior term sheets, covenant discussions, agreements and understandings, if any, relating to the subject matter hereof, and, except as provided below, neither this Agreement nor any provision hereof or agreement except for those set forth herein and of any of the other Loan Documents of even date herewith. This Agreement and the other Loan Documents Papers may be amended, or the provisions hereof waived, only amended or modified except by an instrument agreement in writing executed jointly by an any authorized officer of EDS each Company party thereto and Administrative Agent, acting on behalf of Majority LendersRequired Banks, and the same may be supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. Notwithstanding anything to , provided however, that, without the contrary set forth hereinprior written consent of each of the Banks, no such agreement shall (i) reduce the principal amount of, or extend the maturity of or any date for the payment of any principal of or interest on any Loan or Letter of Credit, or waive or excuse any such payment or any part thereof, or reduce the rate of interest on any Loan or Letter of Credit (other than any such reduction in the rate of interest resulting from a change in the Loan Documents Base Rate in accordance with the definition of such term), (iii) reduce or waiver increase the Commitment of any Bank, (iv) change or amend the provisions thereof which has the effect of (a) extending the maturity this Section, or decreasing the amount of any payment on any Notes or payment of any fee, (b) decreasing any rate or amount of interest or other sums payable to any Lender under the Loan Documents, (c) changing the definition of the term "Majority Lenders"“Required Banks”, (dv) amending waive any condition precedent to the making of any Loan or waiving Sections 5.2 the issuance of any Letter of Credit, (vi) release any Guaranty Agreement or any Collateral securing any of the Obligations, except with respect to a Bid Rate Loan as set forth in Section 5.3)releases expressly provided for or permitted by this Agreement, 7.8, 11.9 or 11.12 or (evii) discharging reduce any guarantor fee payable to any Bank; provided, further, that no such agreement shall be effective absent amend, modify or otherwise affect the concurrence of all Lenders. No increase to the Committed Sum rights or duties of any Lender, no extension of the Commitment Termination Date of any Lender and no imposition of any additional obligations upon any Lender, except as expressly provided herein, shall be effective Agent hereunder without the prior written consent of such LenderAgent. Notwithstanding the foregoingEach Bank and each holder of a Note shall be bound by any waiver, EDS amendment or any other Borrower modification authorized by this Section regardless of whether its Note shall have been marked to make reference thereto, and any Lender consent by any Bank or holder of a Bid Rate Loan mayNote pursuant to this Section shall bind any person subsequently acquiring a Note from it, from time to time, and at any time, enter into an amendment of whether or not such Bid Rate Loan and the Bid Rate Note related thereto. EDS and Administrative Agent may, from time to time and at any time, enter into an amendment hereof, for the purpose of adding as a Lender hereunder any commercial lending institutionshall have been so marked.

Entirety and Amendments. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement and the other Loan Documents embody instrument embodies the entire agreement between Borrowers the parties relating to the subject matter hereof (except documents, agreements and Lenders and instruments delivered or to be delivered in accordance with the express terms hereof), supersedes all prior proposals, agreements and understandings understandings, if any, relating to the subject matter hereof. Borrowers certify that they are relying on no representation, warranty, covenant or agreement except for those set forth herein and the other Loan Documents of even date herewith. This Agreement and the other Loan Documents may be amended, or the provisions hereof waived, amended only by an instrument in writing executed jointly by an authorized officer of EDS Borrower, Agent and Administrative Agent, acting on behalf of Majority Lenders, Banks and supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. Notwithstanding anything to the contrary set forth herein, no change and then any such amendment shall be effective only in the Loan Documents specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or waiver of the provisions thereof which has the effect of consent shall, unless in writing and signed by Borrower, Agent and each Bank directly affected thereby, (a) extending waive any conditions precedent specified in Section 4.1 (if the maturity or decreasing Advance that is the subject of such waiver would increase the aggregate amount of any payment on any Notes or payment of any feeoutstanding Advances), (b) decreasing increase or extend the Commitment, (c) reduce any rate or amount of interest principal, interest, fees or other sums amounts payable hereunder, (d) postpone any date fixed for any payment or mandatory prepayment of principal, interest, fees or other amounts payable hereunder, (e) change the meaning of Specified Percentage or the number of Banks required to take any Lender action hereunder, (f) change the percentage set forth in the definition of “Majority Banks” or “Super-Majority Banks”, (g) change any Prime Rate or LIBOR Rate, (h) amend this Section or any other provision in this Agreement providing for consent or other action by all the Banks, or (i) change or modify the Collateral or the advance rate for the Borrowing Base calculations. No amendment, waiver or consent shall, unless in writing and signed by Borrower, Agent and all Banks, affect the obligations of Parent Guarantor or amend the Parent Guarantor’s Guaranty or Parent Guarantor’s covenants under the Loan Documents, (c) changing the definition of the term "Majority Lenders", (d) amending or waiving Sections 5.2 (except with respect to a Bid Rate Loan as set forth in Section 5.3), 7.8, 11.9 or 11.12 or (e) discharging any guarantor shall be effective absent the concurrence of all Lenders. No increase amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the Committed Sum requisite number of Banks, affect the Rights or duties of Agent under any Lender, no extension of the Commitment Termination Date of any Lender and no imposition of any additional obligations upon any Lender, except as expressly provided herein, shall be effective without the consent of such Lender. Notwithstanding the foregoing, EDS or any other Borrower and any Lender of a Bid Rate Loan may, from time to time, and at any time, enter into an amendment of such Bid Rate Loan and the Bid Rate Note related thereto. EDS and Administrative Agent may, from time to time and at any time, enter into an amendment hereof, for the purpose of adding as a Lender hereunder any commercial lending institutionDocuments.

Entirety and Amendments. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement and the other Loan Documents embody embodies the entire agreement between Borrowers and Lenders and supersedes all prior proposals, agreements and understandings or among the parties relating to the subject matter hereof. Borrowers certify that they are relying on no representation, warrantysupersedes all prior term sheets, covenant discussions, agreements and understandings, if any, relating to the subject matter hereof, and, except as provided below, neither this Agreement nor any provision hereof or agreement except for those set forth herein and of any of the other Loan Documents of even date herewith. This Agreement and the other Loan Documents Papers may be amended, or the provisions hereof waived, only amended or modified except by an instrument agreement in writing executed jointly by an any authorized officer of EDS each Company party thereto and Administrative Agent, acting on behalf of Majority LendersRequired Banks, and the same may be supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. Notwithstanding anything to , provided however, that, without the contrary set forth hereinprior written consent of each of the Banks, no such agreement shall (i) reduce the principal amount of, or extend the maturity of or any date for the payment of any principal of or interest on any Loan or Letter of Credit, or waive or excuse any such payment or any part thereof, or reduce the rate of interest on any Loan or Letter of Credit (other than any such reduction in the rate of interest resulting from a change in the Loan Documents Base Rate in accordance with the definition of such term), (iii) reduce or waiver increase the Commitment of any Bank, (iv) change or amend the provisions thereof which has the effect of (a) extending the maturity this Section, or decreasing the amount of any payment on any Notes or payment of any fee, (b) decreasing any rate or amount of interest or other sums payable to any Lender under the Loan Documents, (c) changing the definition of the term "Majority LendersRequired Banks", (dv) amending waive any condition precedent to the making of any Loan or waiving Sections 5.2 the issuance of any Letter of Credit, (vi) release any Guaranty Agreement or any Collateral securing any of the Obligations, except with respect to a Bid Rate Loan as set forth in Section 5.3)releases expressly provided for or permitted by this Agreement, 7.8, 11.9 or 11.12 or (evii) discharging reduce any guarantor fee payable to any Bank; provided, further, that no such agreement shall be effective absent amend, modify or otherwise affect the concurrence of all Lenders. No increase to the Committed Sum rights or duties of any Lender, no extension of the Commitment Termination Date of any Lender and no imposition of any additional obligations upon any Lender, except as expressly provided herein, shall be effective Agent hereunder without the prior written consent of such LenderAgent. Notwithstanding the foregoingEach Bank and each holder of a Note shall be bound by any waiver, EDS amendment or any other Borrower modification authorized by this Section regardless of whether its Note shall have been marked to make reference thereto, and any Lender consent by any Bank or holder of a Bid Rate Loan mayNote pursuant to this Section shall bind any person subsequently acquiring a Note from it, from time to time, and at any time, enter into an amendment of whether or not such Bid Rate Loan and the Bid Rate Note related thereto. EDS and Administrative Agent may, from time to time and at any time, enter into an amendment hereof, for the purpose of adding as a Lender hereunder any commercial lending institutionshall have been so marked.

Entirety and Amendments. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement and the other Loan Documents embody the entire agreement between Borrowers and Lenders and supersedes all prior proposals, agreements and understandings relating to the subject matter hereof. Borrowers certify that they are relying on no representation, warranty, covenant or agreement except for those set forth herein and the other Loan Documents of even date herewith. This Agreement and the other Loan Documents may be amended, or the provisions hereof waived, only by an instrument in writing executed jointly by an authorized officer of EDS and Administrative Agent, acting on behalf of Majority Lenders, and supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. Notwithstanding anything to the contrary set forth herein, no change in the Loan Documents or waiver of the provisions thereof which has the effect of (a) extending the maturity or decreasing the amount of any payment on any Notes or payment of any fee, (b) decreasing any rate or amount of interest or other sums payable to any Lender under the Loan Documents, (c) changing the definition of the term "Majority Lenders", (d) amending or waiving Sections 5.2 (except with respect to a Bid Rate Loan as set forth in Section 5.3), 7.8, 11.9 or 11.12 or (e) discharging any guarantor shall be effective absent the concurrence of all Lenders. No increase to the Committed Sum of any Lender, no extension of the Commitment Termination Date of any Lender Lender, and no imposition of any additional obligations upon any Lender, except as expressly provided herein, shall be effective without the consent of such Lender. Notwithstanding the foregoing, EDS or any other Borrower and any Lender of a Bid Rate Loan may, from time to time, and at any time, enter into an amendment of such Bid Rate Loan and the Bid Rate Note related thereto. EDS and Administrative Agent may, from time to time and at any time, enter into an amendment hereof, for the purpose of adding as a Lender hereunder any commercial lending institution.

Entirety and Amendments. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement and the other Loan Documents embody the entire agreement between the Borrowers and the Lenders and supersedes all prior proposals, agreements and understandings relating to the subject matter hereof. The Borrowers certify that they are relying on no representation, warranty, covenant or agreement except for those set forth herein and the other Loan Documents of even date herewith. This Agreement and the other Loan Documents may be amended, or the provisions hereof waived, only by an instrument in writing executed jointly by an authorized officer of EDS (or, in the case of an amendment to the Guaranty Agreement or other Loan Document, to the extent applicable, by an authorized officer of EDS, each Subsidiary Guarantor and each Designated EDS Affiliate affected by such amendment) and the Majority Lenders or the Administrative Agent, acting on behalf with consent of the Majority Lenders, and supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. Notwithstanding anything to the contrary set forth herein, no change in the Loan Documents or waiver of the provisions thereof which has the effect of (a) extending the maturity or decreasing the amount of any payment on any Notes or payment of any fee, (b) decreasing any rate or amount of or postponing any schedule payment of interest or other sums payable to any Lender under the Loan Documents, (c) changing the definition of the term "Majority Lenders", (d) amending or waiving Sections Section 5.2 (except with respect to a Bid Rate Loan as set forth in Section 5.3), 7.8, or 11.9 or 11.12 or (e) discharging any guarantor guarantor, except as explicitly provided in the Guaranty Agreement, shall be effective absent the concurrence of all Lenders. No increase to the Committed Sum of any Lender, no extension of the Commitment Termination Date of any Lender and no imposition of any additional obligations upon any Lender, except as expressly provided herein, shall be effective without the consent of such Lender. Notwithstanding the foregoing, EDS no change in the Loan Documents or waiver of the provisions thereof shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Borrower and any Lender Loan Document without the prior written consent of a Bid Rate Loan may, from time to time, and at any time, enter into an amendment of such Bid Rate Loan and the Bid Rate Note related theretoAdministrative Agent. EDS and the Administrative Agent may, from time to time and at any time, enter into an amendment hereof, for the purpose of adding as a Lender hereunder any commercial lending institution.

Entirety and Amendments. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement and the other The Loan Documents embody the entire agreement between Borrowers the parties and Lenders and supersedes supersede all prior proposals, agreements and understandings understandings, if any, relating to the subject matter hereof. Borrowers certify that they are relying on hereof and thereof, and no representationwaiver, warrantyconsent, covenant release, modification, or agreement except for those set forth herein and amendment of or supplement to this Agreement or the other Loan Documents of even date herewith. This Agreement and shall be valid or effective against any party hereto unless the other Loan Documents may be amended, or the provisions hereof waived, only by an instrument same is in writing executed jointly and signed by an authorized officer of EDS (i) if such party is Borrower, by Borrower, (ii) if such party is \the Lead Lender, by such party, and Administrative Agent(iii) if such party is a Lender, acting by such Lender or by the Lead Lender on behalf of Majority Lenders, and supplemented only by documents delivered or to be delivered in accordance Lenders with the express terms hereofwritten consent of Required Lenders. Notwithstanding the foregoing or anything to the contrary set forth herein, no change in the Loan Documents Lead Lender shall not, without the prior consent of each individual Lender, execute and deliver on behalf of such Lender any waiver or waiver amendment which would: (A) waive any of the provisions thereof conditions specified in Section 2(a)(ii), (B) increase the maximum amount which has such Lender is committed hereunder to lend, (C) reduce any fees payable to such Lender hereunder, or the effect of principal of, or interest on, such Lender’s Note, (aD) extending extend the maturity date or decreasing the amount of postpone any payment on date fixed for any Notes or payment of any feesuch fees, principal or interest on such Lender’s Note, (bE) decreasing any rate or amount of interest or other sums payable to any Lender under the Loan Documents, (c) changing amend the definition herein of the term "Majority Lenders"Required Lenders (F) release Borrower from its obligation to pay such Lender’s Note, (d) amending or waiving Sections 5.2 (except with respect to a Bid Rate Loan as set forth in Section 5.3), 7.8, 11.9 or 11.12 or (eG) discharging any guarantor shall be effective absent the concurrence of all Lenders. No increase to the Committed Sum of any Lender, no extension of the Commitment Termination Date of any Lender and no imposition of any additional obligations upon any Lender, except as expressly provided herein, shall be effective without the consent of such Lenderamend this Section 10(f). Notwithstanding the foregoing, EDS Rights Lenders purchasing Notes in the Third Closing may become parties to this Agreement in accordance with Section 1(f) without any amendment of this Agreement pursuant to this paragraph or any other Borrower and any Lender consent or approval of a Bid Rate Loan may, from time to time, and at any time, enter into an amendment of such Bid Rate Loan and the Bid Rate Note related thereto. EDS and Administrative Agent may, from time to time and at any time, enter into an amendment hereof, for the purpose of adding as a Lender hereunder any commercial lending institutionLead Lender.

Entirety and Amendments. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement and the other Loan Documents embody the entire agreement between the Borrowers and the Lenders and supersedes all prior proposals, agreements and understandings relating to the subject matter hereof. The Borrowers certify that they are relying on no representation, warranty, covenant or agreement except for those set forth herein and the other Loan Documents of even date herewith. This Agreement and the other Loan Documents may be amended, or the provisions hereof waived, only by an instrument in writing executed jointly by an authorized officer of EDS (or, in the case of an amendment to the Guaranty Agreement or other Loan Document, to the extent applicable, by an authorized officer of EDS, each Subsidiary Guarantor and each Designated EDS Affiliate affected by such amendment) and the Majority Lenders or the Administrative Agent, acting on behalf with consent of the Majority Lenders, and supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. Notwithstanding anything to the contrary set forth herein, no change in the Loan Documents or waiver of the provisions thereof which has the effect of (a) extending the maturity or decreasing the amount of any payment on any Notes or payment of any fee, (b) decreasing any rate or amount of or postponing any scheduled payment of interest or other sums payable to any Lender under the Loan Documents, (c) changing the definition of the term "“Majority Lenders"”, (d) amending or waiving Sections Section 5.2 (except with respect to a Bid Rate Loan as set forth in Section 5.3), 7.8, or 11.9 or 11.12 or (e) discharging any guarantor guarantor, except as explicitly provided in the Guaranty Agreement, shall be effective absent the concurrence of all Lenders. No increase to the Committed Sum of any Lender, no extension of the Commitment Termination Date of any Lender and no imposition of any additional obligations upon any Lender, except as expressly provided herein, shall be effective without the consent of such Lender. Notwithstanding the foregoing, EDS no change in the Loan Documents or waiver of the provisions thereof shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Borrower and any Lender Loan Document without the prior written consent of a Bid Rate Loan may, from time to time, and at any time, enter into an amendment of such Bid Rate Loan and the Bid Rate Note related theretoAdministrative Agent. EDS and the Administrative Agent may, from time to time and at any time, enter into an amendment hereof, for the purpose of adding as a Lender hereunder any commercial lending institution.

Entirety and Amendments. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement and the other Loan Documents embody embodies the entire agreement between Borrowers and Lenders and supersedes all prior proposals, agreements and understandings or among the parties relating to the subject matter hereof. Borrowers certify that they are relying on no representation, warrantysupersedes all prior term sheets, covenant discussions, agreements and understandings, if any, relating to the subject matter hereof, and, except as provided below, neither this Agreement nor any provision hereof or agreement except for those set forth herein and of any of the other Loan Documents of even date herewith. This Agreement and the other Loan Documents Papers may be amended, or the provisions hereof waived, only amended or modified except by an instrument agreement in writing executed jointly by an any authorized officer of EDS each Company and Administrative Agent, acting on behalf each of Majority Lendersthe Required Banks, and the same may be supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. Notwithstanding anything to , PROVIDED HOWEVER, that, without the contrary set forth hereinprior written consent of each of the Banks, no such agreement shall (i) amend, or in any manner change the manner of calculation of, the Borrowing Base; (ii) change the principal amount of, or extend the maturity of or any date for the payment of any principal of or interest on any Loan or Letter of Credit, or waive or excuse any such payment or any part thereof, or change the rate of interest on any Loan or Letter of Credit (other than any such change in the Loan Documents rate of interest resulting from a change in the Base Rate in accordance with the definition of such term), (iii) change or waiver amend the Commitment or obligations of any Bank, the provisions thereof which has the effect of (a) extending the maturity this Section, or decreasing the amount of any payment on any Notes or payment of any fee, (b) decreasing any rate or amount of interest or other sums payable to any Lender under the Loan Documents, (c) changing the definition of the term "Majority LendersRequired Banks", (div) amending waive any condition precedent to the making of any Loan or waiving Sections 5.2 the issuance of any Letter of Credit, (except with respect v) release any Guaranty Agreement or any Collateral securing any of the Obligations, (vi) change any fee payable to a Bid Rate Loan as set forth in Section 5.3)Agent or any Bank, 7.8, 11.9 or 11.12 or (evii) discharging any guarantor increase the Commitments; PROVIDED, FURTHER, that no such agreement shall amend, modify or otherwise affect the rights or duties of Agent hereunder without the prior written consent of Agent. Each Bank and each holder of a Note shall be effective absent the concurrence bound by any waiver, amendment or modification authorized by this Section regardless of all Lenders. No increase whether its Note shall have been marked to the Committed Sum of any Lendermake reference thereto, no extension of the Commitment Termination Date of any Lender and no imposition of any additional obligations upon any Lender, except as expressly provided herein, shall be effective without the consent of such Lender. Notwithstanding the foregoing, EDS or any other Borrower and any Lender consent by any Bank or holder of a Bid Rate Loan mayNote pursuant to this Section shall bind any person subsequently acquiring a Note from it, from time to time, and at any time, enter into an amendment of whether or not such Bid Rate Loan and the Bid Rate Note related thereto. EDS and Administrative Agent may, from time to time and at any time, enter into an amendment hereof, for the purpose of adding as a Lender hereunder any commercial lending institutionshall have been so marked.

Entirety and Amendments. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This Agreement and the other Loan Documents embody the entire agreement between the Borrowers and the Lenders and supersedes all prior proposals, agreements and understandings relating to the subject matter hereof. The Borrowers certify that they are relying on no representation, warranty, covenant or agreement except for those set forth herein and the other Loan Documents of even date herewith. This Agreement and the other Loan Documents may be amended, or the provisions hereof waived, only by an instrument in writing executed jointly by an authorized officer of EDS (or, in the case of an amendment to the Guaranty Agreement or other Loan Document, to the extent applicable, by an authorized officer of EDS, each Subsidiary Guarantor and each Designated EDS Affiliate affected by such amendment) and the Majority Lenders or the Administrative Agent, acting on behalf with consent of the Majority Lenders, and supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. Notwithstanding anything to the contrary set forth herein, no change in the Loan Documents or waiver of the provisions thereof which has the effect of (a) extending the maturity or decreasing the amount of any payment on any Notes or payment of any fee, (b) decreasing any rate or amount of or postponing any scheduled payment of interest or other sums payable to any Lender under the Loan Documents, (c) changing the definition of the term "Restatement Majority Lenders", (d) amending or waiving Sections Section 5.2 (except with respect to a Bid Rate Loan as set forth in Section 5.3), 7.8, or 11.9 or 11.12 or (e) discharging any guarantor guarantor, except as explicitly provided in the Guaranty Agreement, shall be effective absent the concurrence of all Lenders. No increase to the Committed Sum of any Lender, no extension of the Commitment Termination Date of any Lender and no imposition of any additional obligations upon any Lender, except as expressly provided herein, shall be effective without the consent of such Lender. Notwithstanding the foregoing, EDS no change in the Loan Documents or waiver of the provisions thereof shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Borrower and any Lender Loan Document without the prior written consent of a Bid Rate Loan may, from time to time, and at any time, enter into an amendment of such Bid Rate Loan and the Bid Rate Note related theretoAdministrative Agent. EDS and the Administrative Agent may, from time to time and at any time, enter into an amendment hereof, for the purpose of adding as a Lender hereunder any commercial lending institution. The provisions of this Section 11.9A shall become effective in accordance with Section 11.21.

Entirety and Amendments. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIORExcept as provided in Section 2.6 regarding fees, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. This this Agreement and the other Loan Documents Papers embody the entire agreement between Borrowers and Lenders and supersedes all prior proposals, agreements and understandings or among the parties hereto relating to the subject matter hereof. Borrowers certify that they are relying on no representation, warrantysupersede all prior commitment letters, covenant term sheets, discussions, agreements and understandings, if any, relating to the subject matter hereof, and, except as provided below, neither this Agreement nor any provision hereof or agreement except for those set forth herein and of any of the other Loan Documents of even date herewith. This Agreement and the other Loan Documents Papers may be amended, or the provisions hereof waived, only amended or modified except by an instrument agreement in writing executed jointly by an authorized officer of EDS Borrower, Operating Subsidiaries and Administrative Agent, acting on behalf of Majority Required Lenders, and the same may be supplemented only by documents delivered or to be delivered in accordance with the express terms hereof. Notwithstanding anything to , provided however, that, without the contrary set forth hereinprior written consent of all Lenders, no such agreement shall (a) change or amend the principal amount of, or extend the maturity of or any date for the payment of any principal of or interest on, any Advance, or waive or excuse any such payment or any part thereof, or change or amend the rate of interest on any Loan (other than any such change in the Loan Documents or waiver rate of interest resulting from a change in the provisions thereof which has Base Rate in accordance with the effect definition of (a) extending the maturity or decreasing the amount of any payment on any Notes or payment of any feesuch term), (b) decreasing change or amend the Commitment or obligations of any rate Lender, the provisions of this Section 9.7 or amount the definitions of interest "Majority Lenders" or other sums payable to any Lender under the Loan Documents"Required Lenders", (c) changing the definition release any Guaranty guaranteeing any of the term "Obligations other than the release of any Guaranty of any Consolidated Subsidiary which has total Assets of not in excess of $5,000,000 (which other release shall only require the consent of the Majority Lenders"), (d) amending change any fee payable to Administrative Agent or waiving Sections 5.2 (except with respect any Lender other than the agency fees referred to a Bid Rate Loan as set forth in Section 5.3)the Fee Letter, 7.8, 11.9 or 11.12 or (e) discharging any guarantor increase the amount of the Aggregate Commitment; provided, further, that no such agreement shall change or amend or otherwise affect the powers, rights, remedies or duties of Administrative Agent or Documentation Agent hereunder without the prior written consent of Administrative Agent or Documentation Agent, respectively. Each Lender and each holder of a Note shall be effective absent the concurrence bound by any waiver, amendment or modification authorized by this Section 9.7 regardless of all Lenders. No increase whether its Note shall have been marked to the Committed Sum of make reference thereto, and any Lender, no extension of the Commitment Termination Date of consent by any Lender and no imposition of any additional obligations upon any Lender, except as expressly provided herein, shall be effective without the consent of such Lender. Notwithstanding the foregoing, EDS or any other Borrower and any Lender holder of a Bid Rate Loan may, from time Note pursuant to time, and at any time, enter into an amendment of such Bid Rate Loan and the Bid Rate Note related thereto. EDS and Administrative Agent may, from time to time and at any time, enter into an amendment hereof, for the purpose of adding as a Lender hereunder any commercial lending institution.this