Swingline Lender:
SunTrust Bank
Agency Services
303 Peachtree Street, N.E./25th Floor
Atlanta, Georgia 30308
Attention: Ms. Doris Folsom
Telecopy Number: (404) 658-4906
To any other Lender:
the address set forth in the Administrative Questionnaire or the Assignment and
Assumption Agreement executed by such Lender
(B)
ANY PARTY HERETO MAY CHANGE ITS ADDRESS OR TELECOPY NUMBER FOR
NOTICES AND OTHER COMMUNICATIONS HEREUNDER BY NOTICE TO THE OTHER PARTIES
HERETO. ALL SUCH NOTICES AND OTHER COMMUNICATIONS SHALL, WHEN TRANSMITTED BY
OVERNIGHT DELIVERY, OR FAXED, BE EFFECTIVE WHEN DELIVERED FOR OVERNIGHT
(NEXT-DAY) DELIVERY, OR TRANSMITTED IN LEGIBLE FORM BY FACSIMILE MACHINE,
RESPECTIVELY, OR IF MAILED, UPON THE THIRD BUSINESS DAY AFTER THE DATE DEPOSITED
INTO THE MAIL OR IF DELIVERED, UPON DELIVERY; PROVIDED, THAT NOTICES DELIVERED
TO THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE SWINGLINE BANK SHALL NOT BE
EFFECTIVE UNTIL ACTUALLY RECEIVED BY SUCH PERSON AT ITS ADDRESS SPECIFIED IN
THIS SECTION 10.1.
(C)
ANY AGREEMENT OF THE ADMINISTRATIVE AGENT AND THE LENDERS HEREIN
TO RECEIVE CERTAIN NOTICES BY TELEPHONE OR FACSIMILE IS SOLELY FOR THE
CONVENIENCE AND AT THE REQUEST OF THE BORROWER. THE ADMINISTRATIVE AGENT AND THE
LENDERS SHALL BE ENTITLED TO RELY ON THE AUTHORITY OF ANY PERSON PURPORTING TO
BE A PERSON AUTHORIZED BY THE BORROWER TO GIVE SUCH NOTICE
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AND THE ADMINISTRATIVE AGENT AND LENDERS SHALL NOT HAVE ANY LIABILITY TO THE
BORROWER OR OTHER PERSON ON ACCOUNT OF ANY ACTION TAKEN OR NOT TAKEN BY THE
ADMINISTRATIVE AGENT OR THE LENDERS IN RELIANCE UPON SUCH TELEPHONIC OR
FACSIMILE NOTICE. THE OBLIGATION OF THE BORROWER TO REPAY THE LOANS AND ALL
OTHER OBLIGATIONS HEREUNDER SHALL NOT BE AFFECTED IN ANY WAY OR TO ANY EXTENT BY
ANY FAILURE OF THE ADMINISTRATIVE AGENT AND THE LENDERS TO RECEIVE WRITTEN
CONFIRMATION OF ANY TELEPHONIC OR FACSIMILE NOTICE OR THE RECEIPT BY THE
ADMINISTRATIVE AGENT AND THE LENDERS OF A CONFIRMATION WHICH IS AT VARIANCE WITH
THE TERMS UNDERSTOOD BY THE ADMINISTRATIVE AGENT AND THE LENDERS TO BE CONTAINED
IN ANY SUCH TELEPHONIC OR FACSIMILE NOTICE.
SECTION 10.2.
WAIVER; AMENDMENTS.
(A)
NO FAILURE OR DELAY BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK
OR ANY LENDER IN EXERCISING ANY RIGHT OR POWER HEREUNDER OR ANY OTHER LOAN
DOCUMENT, AND NO COURSE OF DEALING BETWEEN THE BORROWER AND THE ADMINISTRATIVE
AGENT OR ANY LENDER, 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 RIGHT OR POWER, PRECLUDE ANY OTHER OR FURTHER EXERCISE
THEREOF OR THE EXERCISE OF ANY OTHER RIGHT OR POWER HEREUNDER OR THEREUNDER. THE
RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE
LENDERS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND ARE NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW. NO WAIVER OF ANY PROVISION
OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR CONSENT TO ANY DEPARTURE BY THE
BORROWER THEREFROM SHALL IN ANY EVENT BE EFFECTIVE UNLESS