AND IN ADDITION, A SUFFICIENT
NUMBER OF COPIES OF EACH SUCH DELIVERY SHALL BE DELIVERED TO AGENT BANK FOR
DELIVERY TO EACH LENDER AT THE ADDRESS SPECIFIED FOR DELIVERIES ON THE SIGNATURE
PAGE HERETO OR SUCH OTHER ADDRESS AS MAY BE DESIGNATED BY AGENT BANK IN A
WRITTEN NOTICE.
118
SECTION 10.04.
MODIFICATION IN WRITING.
THIS CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND
SUPERSEDE ALL PRIOR AGREEMENTS WHETHER WRITTEN OR ORAL WITH RESPECT TO THE
SUBJECT MATTER HEREOF, INCLUDING, BUT NOT LIMITED TO, ANY TERM SHEETS FURNISHED
BY ANY OF THE BANKS TO BORROWER OR GUARANTOR.
NEITHER THIS CREDIT AGREEMENT,
NOR ANY OTHER LOAN DOCUMENTS, NOR ANY PROVISION HEREIN, OR THEREIN, MAY BE
CHANGED, WAIVED, DISCHARGED OR TERMINATED ORALLY, BUT ONLY BY AN INSTRUMENT IN
WRITING SIGNED BY THE PARTY AGAINST WHOM ENFORCEMENT OF THE CHANGE, WAIVER,
DISCHARGE OR TERMINATION IS SOUGHT.
SECTION 10.05.
OTHER AGREEMENTS.
IF THE TERMS OF ANY DOCUMENTS,
CERTIFICATES OR AGREEMENTS DELIVERED IN CONNECTION WITH THIS CREDIT AGREEMENT
ARE INCONSISTENT WITH THE TERMS OF THE LOAN DOCUMENTS, BORROWER OR GUARANTOR, AS
APPLICABLE, SHALL USE THEIR BEST EFFORTS TO AMEND SUCH DOCUMENT, CERTIFICATE OR
AGREEMENT TO THE SATISFACTION OF AGENT BANK TO REMOVE SUCH INCONSISTENCY.
SECTION 10.06.
COUNTERPARTS.
THIS CREDIT AGREEMENT MAY BE EXECUTED BY
THE PARTIES HERETO IN ANY NUMBER OF SEPARATE COUNTERPARTS WITH THE SAME EFFECT
AS IF THE SIGNATURES HERETO AND HEREBY WERE UPON THE SAME INSTRUMENT.
ALL SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME DOCUMENT.
SECTION 10.07.
RIGHTS, POWERS AND REMEDIES ARE CUMULATIVE.
NONE OF THE
RIGHTS, POWERS AND REMEDIES CONFERRED UPON OR RESERVED TO AGENT BANK, BANKS,
BORROWER OR GUARANTOR IN THIS CREDIT AGREEMENT ARE INTENDED TO BE EXCLUSIVE OF
ANY OTHER AVAILABLE RIGHT, POWER OR REMEDY, BUT EACH AND EVERY SUCH RIGHT, POWER
AND REMEDY SHALL BE CUMULATIVE AND NOT ALTERNATIVE, AND SHALL BE IN ADDITION TO
EVERY RIGHT, POWER AND REMEDY HEREIN SPECIFICALLY GIVEN OR NOW OR HEREAFTER
EXISTING AT LAW, IN EQUITY OR BY STATUTE.
ANY FORBEARANCE, DELAY OR OMISSION BY
AGENT BANK, BANKS, BORROWER OR GUARANTOR IN THE EXERCISE OF ANY RIGHT, POWER OR
REMEDY SHALL NOT IMPAIR ANY SUCH RIGHT, POWER OR REMEDY OR BE CONSIDERED OR
TAKEN AS A WAIVER OR RELINQUISHMENT OF THE RIGHT TO INSIST UPON AND TO ENFORCE
IN THE FUTURE, BY INJUNCTION OR OTHER APPROPRIATE LEGAL OR EQUITABLE REMEDY, ANY
OF SAID RIGHTS, POWERS AND REMEDIES GIVEN TO AGENT BANK, BANKS, BORROWER OR
GUARANTOR HEREIN.
THE EXERCISE OF ANY RIGHT OR PARTIAL EXERCISE THEREOF BY
AGENT BANK, BANKS, BORROWER OR GUARANTOR SHALL NOT PRECLUDE THE FURTHER EXERCISE
THEREOF AND THE SAME SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL SPECIFICALLY
WAIVED BY AN INSTRUMENT IN WRITING EXECUTED BY AGENT BANK OR BANKS, AS THE CASE
MAY BE.
SECTION 10.08.
CONTINUING REPRESENTATIONS.
ALL AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE HEREIN SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS CREDIT AGREEMENT, THE MAKING OF THE CREDIT FACILITY HEREUNDER
AND THE EXECUTION AND DELIVERY OF