WITH A COPY TO THE
ATTENTION OF MARIO RIZZO (TELEPHONE NO. (847) 402-7621; FACSIMILE NO.
(847) 402-9116);
(B)
IF TO THE ADMINISTRATIVE AGENT, TO JPMORGAN
CHASE BANK, N.A., 270 PARK AVENUE, NEW YORK 10017, ATTENTION OF MONIQUE EDWARDS
(TELEPHONE (212 270 -6124; FACSIMILE NO. (212) 270-7929); WITH A COPY TO
JPMORGAN CHASE BANK, N.A., 270 PARK AVENUE, NEW YORK 10017, ATTENTION OF
LAWRENCE PALUMBO (TELEPHONE (212) 270-7525; FACSIMILE NO. (212) 270-7449); AND
(C)
IF TO ANY OTHER CREDIT PARTY, TO IT AT ITS
ADDRESS (OR FACSIMILE NUMBER) SET FORTH IN ITS ADMINISTRATIVE QUESTIONNAIRE.
Any party hereto may change its address or facsimile 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 Credit Agreement shall be deemed to have been given on
the date of receipt.
SECTION 10.2
WAIVERS; AMENDMENTS.
(A)
NO FAILURE OR DELAY BY ANY CREDIT PARTY IN
EXERCISING ANY RIGHT OR POWER UNDER ANY LOAN DOCUMENT 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 CREDIT PARTIES UNDER THE LOAN
DOCUMENTS ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT
THEY WOULD OTHERWISE HAVE. NO WAIVER OF ANY PROVISION OF ANY LOAN DOCUMENT OR
CONSENT TO ANY DEPARTURE BY ANY 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
44
THE GENERALITY OF THE FOREGOING, THE MAKING OF A LOAN SHALL NOT BE CONSTRUED AS
A WAIVER OF ANY DEFAULT, REGARDLESS OF WHETHER ANY CREDIT PARTY MAY HAVE HAD
NOTICE OR KNOWLEDGE OF SUCH DEFAULT AT THE TIME.
(B)
NEITHER ANY LOAN DOCUMENT NOR ANY PROVISION
THEREOF MAY BE WAIVED, AMENDED OR MODIFIED EXCEPT PURSUANT TO AN AGREEMENT OR
AGREEMENTS IN WRITING ENTERED INTO BY THE BORROWERS AND THE REQUIRED LENDERS OR
BY THE BORROWERS AND THE ADMINISTRATIVE AGENT WITH THE CONSENT OF THE REQUIRED
LENDERS, PROVIDED THAT NO SUCH AGREEMENT SHALL (I) INCREASE ANY COMMITMENT OF
ANY LENDER WITHOUT THE WRITTEN CONSENT OF SUCH LENDER, (II) REDUCE THE PRINCIPAL
AMOUNT OF ANY LOAN, OR REDUCE THE RATE OF ANY INTEREST (OTHER THAN UNDER SECTION
3.1(B)), OR REDUCE ANY FEES, PAYABLE UNDER THE LOAN DOCUMENTS, WITHOUT THE
WRITTEN CONSENT OF EACH CREDIT PARTY AFFECTED THEREBY, (IT BEING UNDERSTOOD THAT
ANY AMENDMENT OR MODIFICATION TO THE FINANCIAL DEFINITIONS IN THIS CREDIT
AGREEMENT OR TO THE CALCULATION OR ANY FINANCIAL COVENANT SHALL NOT CONSTITUTE A
REDUCTION IN THE RATE OF INTEREST OR FEES FOR THE PURPOSES OF THIS CLAUSE (II),
NOTWITHSTANDING THE FACT THAT