TIME OR DEMAND,
PROVISIONAL OR FINAL) AT ANY TIME HELD AND OTHER OBLIGATIONS AT ANY TIME OWING
BY SUCH LENDER OR AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER
AGAINST ANY OF AND ALL THE OBLIGATIONS OF THE BORROWER NOW OR HEREAFTER EXISTING
UNDER THIS AGREEMENT AND OTHER LOAN DOCUMENTS OWED TO BY SUCH LENDER,
IRRESPECTIVE OF WHETHER OR NOT SUCH LENDER SHALL HAVE MADE ANY DEMAND UNDER THIS
AGREEMENT OR SUCH OTHER LOAN DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS MAY BE
UNMATURED.
THE RIGHTS OF EACH LENDER AND EACH AFFILIATE UNDER THIS SECTION ARE
IN ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) THAT
SUCH LENDER AND SUCH AFFILIATE MAY HAVE.
SECTION 9.07.
APPLICABLE LAW.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.
83
SECTION 9.08.
WAIVERS; AMENDMENT.
(A)
NO FAILURE OR DELAY OF THE AGENT OR ANY
LENDER IN EXERCISING ANY POWER OR RIGHT HEREUNDER 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 AGENT AND THE LENDERS HEREUNDER
AND UNDER THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY
RIGHTS OR REMEDIES WHICH 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 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 PROVISION HEREOF MAY BE WAIVED, AMENDED OR
MODIFIED EXCEPT PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO
BY THE BORROWER AND THE REQUIRED LENDERS; 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 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 AFFECTED THEREBY, (II) CHANGE OR EXTEND THE COMMITMENT OR DECREASE
OR EXTEND THE DATE FOR PAYMENT OF THE FACILITY FEES OR UTILIZATION FEES OF ANY
LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH LENDER, (III) AMEND OR MODIFY
THE PROVISIONS OF SECTION 2.16, THE PROVISIONS OF THIS SECTION OR THE DEFINITION
OF "REQUIRED LENDERS" WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER OR
(IV) RELEASE JANUS CAPITAL