AGREEMENT AND THE OTHER LOAN
DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 10.08.
WAIVERS; AMENDMENT.
(A)
NO FAILURE OR DELAY OF THE
ADMINISTRATIVE AGENT OR ANY LENDER IN EXERCISING ANY POWER OR RIGHT HEREUNDER OR
UNDER ANY OTHER 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
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POWER.
THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT AND THE LENDERS
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND ARE NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT THEY WOULD OTHERWISE HAVE.
NO WAIVER
OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR CONSENT TO ANY
DEPARTURE BY THE BORROWER OR ANY OTHER LOAN PARTY THEREFROM SHALL IN ANY EVENT
BE EFFECTIVE UNLESS THE SAME SHALL BE PERMITTED BY PARAGRAPH (B) BELOW, AND THEN
SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE PURPOSE FOR WHICH GIVEN.
NO NOTICE OR DEMAND ON THE BORROWER IN ANY CASE
SHALL ENTITLE THE BORROWER TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR
OR OTHER CIRCUMSTANCES.
(B)
NEITHER THIS AGREEMENT NOR ANY OTHER LOAN DOCUMENT NOR ANY PROVISION
HEREOF OR THEREOF MAY BE WAIVED, AMENDED OR MODIFIED EXCEPT PURSUANT TO AN
AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO BY THE REQUIRED LENDERS AND THE
LOAN PARTIES THAT ARE PARTY THERETO AND ARE AFFECTED BY SUCH WAIVER, AMENDMENT
OR MODIFICATION; PROVIDED, HOWEVER, THAT NO SUCH AGREEMENT SHALL (I) DECREASE
THE PRINCIPAL AMOUNT OF, OR EXTEND THE MATURITY OF OR ANY SCHEDULED PRINCIPAL
PAYMENT DATE OR DATE FOR THE PAYMENT OF ANY INTEREST ON ANY LOAN, OR WAIVE OR
FORGIVE ANY SUCH PAYMENT OR ANY PART THEREOF, OR THE RATE OF INTEREST ON ANY
LOAN, WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER DIRECTLY ADVERSELY
AFFECTED THEREBY, (II) INCREASE OR EXTEND THE COMMITMENT OR DECREASE OR EXTEND
THE DATE FOR PAYMENT OF ANY FEES OF ANY LENDER WITHOUT THE PRIOR WRITTEN CONSENT
OF SUCH LENDER, (III) AMEND OR MODIFY THE PRO RATA REQUIREMENTS OF SECTION 2.16,
THE PROVISIONS OF SECTION 10.04(J) OR THE PROVISIONS OF THIS SECTION 10.08
OR
RELEASE ALL OR SUBSTANTIALLY ALL OF THE GUARANTORS (DETERMINED BASED ON THE VALE
OF THEIR GUARANTEES OF THE OBLIGATIONS), WITHOUT THE PRIOR WRITTEN CONSENT OF
EACH LENDER, (IV) MODIFY THE PROTECTIONS AFFORDED TO AN SPC PURSUANT TO THE
PROVISIONS OF SECTION 10.04(I) WITHOUT THE WRITTEN CONSENT OF SUCH SPC OR
(V) REDUCE THE PERCENTAGE CONTAINED IN THE DEFINITION OF THE TERM "REQUIRED
LENDERS" WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER (IT BEING UNDERSTOOD
THAT WITH THE CONSENT OF THE REQUIRED LENDERS, ADDITIONAL EXTENSIONS OF CREDIT
PURSUANT TO THIS AGREEMENT MAY