SUCH LENDER OR ANY SUCH AFFILIATE, PROVIDED THAT THE
FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SETOFF AND
APPLICATION.
SECTION 9.07. APPLICABLE LAW.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(OTHER THAN AS EXPRESSLY SET FORTH IN THE OTHER LOAN DOCUMENTS) SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF TITLE 14 OF THE NEW YORK GENERAL
OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS
RULES THEREOF.
SECTION 9.08. WAIVERS; AMENDMENT.
(A)
NO FAILURE OR DELAY ON THE PART OF THE
ADMINISTRATIVE AGENT OR ANY LENDER IN EXERCISING ANY POWER OR RIGHT HEREUNDER OR
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
DISCONTINUATION OF STEPS TO ENFORCE SUCH A RIGHT OR POWER, PRECLUDE ANY OTHER OR
FURTHER
115
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT OR 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 LOAN
PARTIES 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 LOAN PARTIES IN ANY CASE SHALL ENTITLE THE LOAN PARTIES
TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE EXECUTION AND DELIVERY OF
THIS AGREEMENT OR THE MAKING OF A LOAN SHALL NOT BE CONSTRUED AS A WAIVER OF ANY
DEFAULT, REGARDLESS OF WHETHER THE ADMINISTRATIVE AGENT OR ANY LENDER MAY HAVE
HAD NOTICE OR KNOWLEDGE OF SUCH DEFAULT AT THE TIME.
(B)
NONE OF THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR ANY PROVISION
HEREOF OR THEREOF MAY BE WAIVED, AMENDED OR MODIFIED, EXCEPT (I) IN THE CASE OF
THIS AGREEMENT, PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO
BY SSCC, THE BORROWER, THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS AND
(II) IN THE CASE OF ANY OTHER LOAN DOCUMENT, PURSUANT TO AN AGREEMENT OR
AGREEMENTS ENTERED INTO BY THE PARTIES TO SUCH LOAN DOCUMENT; 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 SCHEDULED
PAYMENT OF ANY INTEREST ON ANY LOAN, OR WAIVE OR EXCUSE ANY SUCH PAYMENT OR ANY
PART THEREOF, OR DECREASE THE RATE OF INTEREST ON ANY LOAN, WITHOUT THE PRIOR
WRITTEN CONSENT OF EACH LENDER (OTHER THAN, PRIOR TO ITS FUNDING OF ANY LOANS, A
DEFAULTING LENDER)