N.A., JPMORGAN LOAN SERVICES, 21 SOUTH CLARK ST., 19TH FLOOR,
CHICAGO, ILLINOIS
56
60603-2003, TELECOPY NO.: (312) 385-7096, ATTENTION: CLAUDIA KECH, WITH A COPY
TO JPMORGAN CHASE BANK, N.A., 2200 ROSS AVENUE, 3RD FLOOR, TX1-2448, DALLAS,
TEXAS 75201, TELECOPY NO. (214) 965-3280, ATTENTION: WM. MARK CRANMER, SENIOR
VICE PRESIDENT; AND
(III)
IF TO ANY OTHER LENDER, TO IT AT ITS ADDRESS
(OR TELECOPY NUMBER) SET FORTH IN ITS ADMINISTRATIVE QUESTIONNAIRE.
(B)
NOTICES AND OTHER COMMUNICATIONS TO THE
LENDERS HEREUNDER MAY BE DELIVERED OR FURNISHED BY ELECTRONIC COMMUNICATIONS
PURSUANT TO PROCEDURES APPROVED BY THE ADMINISTRATIVE AGENT; PROVIDED THAT THE
FOREGOING SHALL NOT APPLY TO NOTICES PURSUANT TO ARTICLE II UNLESS OTHERWISE
AGREED BY THE ADMINISTRATIVE AGENT AND THE APPLICABLE LENDER. THE ADMINISTRATIVE
AGENT OR THE BORROWER MAY, IN THEIR DISCRETION, AGREE TO ACCEPT NOTICES AND
OTHER COMMUNICATIONS TO IT HEREUNDER BY ELECTRONIC COMMUNICATIONS PURSUANT TO
PROCEDURES APPROVED BY IT; PROVIDED THAT APPROVAL OF SUCH PROCEDURES MAY BE
LIMITED TO PARTICULAR NOTICES OR COMMUNICATIONS.
(C)
ANY PARTY HERETO MAY CHANGE ITS ADDRESS OR
TELECOPY NUMBER FOR NOTICES AND OTHER COMMUNICATIONS HEREUNDER BY NOTICE TO THE
OTHER PARTIES HERETO. ALL NOTICES AND OTHER COMMUNICATIONS GIVEN TO ANY PARTY
HERETO IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED TO
HAVE BEEN GIVEN ON THE DATE OF RECEIPT.
SECTION 11.02.
WAIVERS; AMENDMENTS.
(A)
NO FAILURE OR DELAY BY THE ADMINISTRATIVE
AGENT OR ANY LENDER IN EXERCISING ANY RIGHT OR POWER HEREUNDER SHALL OPERATE AS
A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR
POWER, OR ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR
POWER, PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT OR POWER. THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT AND
THE LENDERS HEREUNDER ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR
REMEDIES THAT THEY WOULD OTHERWISE HAVE. NO WAIVER OF ANY PROVISION OF THIS
AGREEMENT OR CONSENT TO ANY DEPARTURE BY THE BORROWER THEREFROM SHALL IN ANY
EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE PERMITTED BY PARAGRAPH (B) OF THIS
SECTION, AND THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, THE MAKING OF A LOAN SHALL NOT BE CONSTRUED AS A WAIVER OF ANY
DEFAULT, REGARDLESS OF WHETHER THE ADMINISTRATIVE AGENT OR ANY LENDER MAY HAVE
HAD NOTICE OR KNOWLEDGE OF SUCH DEFAULT AT THE TIME.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION
HEREOF MAY BE WAIVED, AMENDED OR MODIFIED EXCEPT PURSUANT TO AN AGREEMENT OR
AGREEMENTS IN WRITING ENTERED INTO BY THE CREDIT PARTIES AND THE REQUIRED
LENDERS OR BY THE CREDIT PARTIES AND THE ADMINISTRATIVE AGENT WITH THE CONSENT
OF THE REQUIRED LENDERS; PROVIDED THAT NO SUCH AGREEMENT SHALL (1) INCREASE THE
COMMITMENT OF ANY LENDER WITHOUT THE WRITTEN CONSENT OF SUCH LENDER, (2) REDUCE
THE PRINCIPAL AMOUNT OF ANY LOAN OR REDUCE THE RATE OF INTEREST THEREON,