UNENFORCEABILITY OF ANY TERM OR PROVISION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY INVESTIGATION MADE BY OR ON BEHALF
OF ANY AGENT, ANY FACING AGENT OR ANY LENDER.
ALL AMOUNTS DUE UNDER THIS
SECTION 11.05 SHALL BE PAYABLE PROMPTLY AFTER WRITTEN DEMAND THEREFOR.
SECTION 11.06.
RIGHT OF SETOFF.
EACH LENDER IS HEREBY AUTHORIZED, IN ADDITION
TO ANY OTHER RIGHT OR REMEDY THAT ANY LENDER MAY HAVE BY OPERATION OF LAW OR
OTHERWISE, AT ANY TIME AND FROM TIME TO TIME UPON ANY AMOUNT BECOMING DUE AND
PAYABLE BY ANY LOAN PARTY UNDER ANY LOAN DOCUMENT, AFTER THE EXPIRATION OF ANY
GRACE PERIOD
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WITH RESPECT THERETO, TO EXERCISE, WITHOUT NOTICE TO SSCC OR ANY BORROWER (ANY
SUCH NOTICE BEING EXPRESSLY WAIVED BY EACH SUCH PERSON), ITS BANKER'S LIEN OR
RIGHT OF COMBINATION OF ACCOUNTS OR RIGHT OF SETOFF AND APPLY ANY AND ALL
DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) AT ANY TIME
HELD AND OTHER INDEBTEDNESS AT ANY TIME OWING BY SUCH LENDER TO OR FOR THE
CREDIT OR THE ACCOUNT OF ANY LOAN PARTY AGAINST SUCH DUE AND PAYABLE AMOUNT.
EACH LENDER AGREES TO PROMPTLY NOTIFY THE BORROWERS AND THE ADMINISTRATIVE AGENT
AFTER ANY SUCH SETOFF AND APPLICATION MADE BY SUCH LENDER, PROVIDED THAT THE
FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SETOFF AND
APPLICATION.
SECTION 11.07.
APPLICABLE LAW.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(OTHER THAN AS EXPRESSLY SET FORTH IN THE SECOND PARAGRAPH OF ARTICLE IX AND 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 11.08.
WAIVERS; AMENDMENT.
(A)
NO FAILURE OR DELAY ON THE PART OF ANY
AGENT, ANY FACING 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 DISCONTINUATION 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
AGENTS, THE FACING AGENTS 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