THIS SECTION 9.06 ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES
(INCLUDING OTHER RIGHTS OF SETOFF) WHICH SUCH LENDER MAY HAVE.
SECTION 9.07. APPLICABLE LAW. THIS 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 9.08. WAIVERS; AMENDMENT. (A)
NO FAILURE OR DELAY OF THE ADMINISTRATIVE
AGENT, THE COLLATERAL 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 POWER. THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT, THE
COLLATERAL 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 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 DATE FOR THE PAYMENT OF ANY INTEREST ON OR FEE WITH RESPECT TO, ANY LOAN,
OR WAIVE OR EXCUSE ANY SUCH PAYMENT OR ANY PART THEREOF, OR DECREASE THE
APPLICABLE PREPAYMENT FEE OR THE RATE OF INTEREST ON ANY LOAN, WITHOUT THE PRIOR
WRITTEN CONSENT OF EACH LENDER DIRECTLY ADVERSELY
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AFFECTED THEREBY, (II) INCREASE OR EXTEND THE COMMITMENT OF ANY LENDER WITHOUT
THE PRIOR WRITTEN CONSENT OF SUCH LENDER, (III) AMEND OR MODIFY THE PRO RATA
REQUIREMENTS OF SECTION 2.17, THE PROVISIONS OF SECTION 9.04(J) OR THE
PROVISIONS OF THIS SECTION OR RELEASE ANY GUARANTOR (OTHER THAN IN CONNECTION
WITH THE SALE OF SUCH GUARANTOR IN A TRANSACTION PERMITTED BY SECTION 6.05) OR
ALL OR SUBSTANTIALLY ALL OF THE COLLATERAL, WITHOUT THE PRIOR WRITTEN CONSENT OF
EACH LENDER, (IV) MODIFY THE PROTECTIONS AFFORDED TO AN SPC PURSUANT TO THE
PROVISIONS OF SECTION 9.04(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