ANY AMOUNT SO RECOVERED FROM OR REPAID
BY ANY AGENT, PLUS INTEREST THEREON FROM THE DATE OF SUCH DEMAND TO THE DATE
SUCH PAYMENT IS MADE AT A RATE PER ANNUM EQUAL TO THE FEDERAL FUNDS EFFECTIVE
RATE FROM TIME TO TIME IN EFFECT.
Section 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER
THAN LETTERS OF CREDIT AND 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. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN
ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO
SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE SUCH
LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE
"UNIFORM CUSTOMS") AND, AS
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TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW
YORK.
Section 9.08. Waivers; Amendment. (a) No failure or delay of the Administrative
Agent, the Collateral Agent, any Lender or any Issuing Bank 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 power. The rights and remedies of the Administrative Agent, the
Collateral Agent, each Issuing Bank 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 clause (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)
SUBJECT TO SECTION 2.24 AND CLAUSE (D) BELOW, AND EXCEPT FOR THOSE
ACTIONS EXPRESSLY PERMITTED TO BE TAKEN BY THE AGENTS, 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 AND ACKNOWLEDGED BY
THE ADMINISTRATIVE AGENT; PROVIDED, HOWEVER, THAT NO SUCH AGREEMENT SHALL (I)
REDUCE THE PRINCIPAL AMOUNT OF, OR EXTEND OR WAIVE ANY SCHEDULED AMORTIZATION
PAYMENT OR THE FINAL SCHEDULED MATURITY DATE OF OR DATE FOR THE PAYMENT