BE MADE TO AGENT BANK AT THE ADDRESSES SPECIFIED FOR NOTICE ON THE
SIGNATURE PAGE HERETO 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.
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 BORROWERS.
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, BORROWERS SHALL USE THEIR
BEST
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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 OR
BORROWERS 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 OR BORROWERS 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 OR BORROWERS
HEREIN.
THE EXERCISE OF ANY RIGHT OR PARTIAL EXERCISE THEREOF BY AGENT BANK,
BANKS OR BORROWERS 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