consent shall be effective only in the specific instance and for the
specific purpose for which it was given.
No notice to or demand on Borrowers in
any case shall entitle Borrowers to any other further notice or demand in
similar or other circumstances.
Any amendment, modification, termination,
waiver or consent effected in accordance with this Section 10.01 shall be
binding on each assignee, transferee or recipient of Agent Bank's or any
Lender's Syndication Interest under this Credit Agreement or the Credit Facility
at the time outstanding.
No modification of Section 2.08 shall be made without
the consent of Swingline Lender.
No modification of Section 2.14 shall be made
without the consent of the L/C Issuer.
SECTION 10.02.
FAILURE TO EXERCISE RIGHTS.
NOTHING HEREIN CONTAINED
SHALL IMPOSE UPON BANKS OR BORROWERS ANY OBLIGATION TO ENFORCE ANY TERMS,
COVENANTS OR CONDITIONS CONTAINED HEREIN.
FAILURE OF BANKS OR BORROWERS, IN ANY
ONE OR MORE INSTANCES, TO INSIST UPON STRICT PERFORMANCE BY BORROWERS OR BANKS
OF ANY TERMS, COVENANTS OR CONDITIONS OF THIS CREDIT AGREEMENT OR THE OTHER LOAN
DOCUMENTS, SHALL
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NOT BE CONSIDERED OR TAKEN AS A WAIVER OR RELINQUISHMENT BY BANKS OR BORROWERS
OF THEIR RIGHT TO INSIST UPON AND TO ENFORCE IN THE FUTURE, BY INJUNCTION OR
OTHER APPROPRIATE LEGAL OR EQUITABLE REMEDY, STRICT COMPLIANCE BY BORROWERS OR
BANKS WITH ALL THE TERMS, COVENANTS AND CONDITIONS OF THIS CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
THE CONSENT OF BANKS OR BORROWERS TO ANY ACT OR
OMISSION BY BORROWERS OR BANKS SHALL NOT BE CONSTRUED TO BE A CONSENT TO ANY
OTHER OR SUBSEQUENT ACT OR OMISSION OR TO WAIVE THE REQUIREMENT FOR BANKS' OR
BORROWERS' CONSENT TO BE OBTAINED IN ANY FUTURE OR OTHER INSTANCE.
SECTION 10.03.
NOTICES AND DELIVERY.
UNLESS OTHERWISE SPECIFICALLY
PROVIDED HEREIN, ANY CONSENT, NOTICE OR OTHER COMMUNICATION HEREIN REQUIRED OR
PERMITTED TO BE GIVEN SHALL BE IN WRITING AND MAY BE PERSONALLY SERVED,
TELECOPIED OR SENT BY COURIER SERVICE OR UNITED STATES MAIL AND SHALL BE DEEMED
TO HAVE BEEN GIVEN WHEN DELIVERED IN PERSON OR BY COURIER SERVICE, UPON RECEIPT
OF A TELECOPY (OR ON THE NEXT BANKING BUSINESS DAY IF SUCH TELECOPY IS RECEIVED
ON A NON-BANKING BUSINESS DAY OR AFTER 5:00 P.M. ON A BANKING BUSINESS DAY) OR
FOUR (4) BANKING BUSINESS DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL
(REGISTERED OR CERTIFIED, WITH POSTAGE PREPAID AND PROPERLY ADDRESSED).
NOTICES
TO AGENT BANK PURSUANT TO ARTICLE II SHALL NOT BE EFFECTIVE UNTIL RECEIVED BY
AGENT BANK.
FOR THE PURPOSES HEREOF, THE ADDRESSES OF THE PARTIES HERETO (UNTIL
NOTICE OF A CHANGE THEREOF IS DELIVERED AS PROVIDED IN THIS SECTION 10.03) SHALL
BE AS SET FORTH BELOW EACH PARTY'S NAME ON THE SIGNATURE PAGES HEREOF, OR, AS TO
EACH PARTY, AT SUCH OTHER ADDRESS AS MAY BE DESIGNATED BY SUCH PARTY IN AN
ASSIGNMENT AND ASSUMPTION AGREEMENT OR IN A WRITTEN NOTICE TO ALL OF THE OTHER
PARTIES.
ALL DELIVERIES TO BE MADE TO AGENT BANK FOR DISTRIBUTION TO THE
LENDERS SHALL