WRITTEN CONSENT OF
EACH LENDER DIRECTLY ADVERSELY 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
CONSENT OF THE REQUIRED LENDERS, ADDITIONAL EXTENSIONS OF CREDIT PURSUANT TO
THIS AGREEMENT MAY BE INCLUDED IN THE DETERMINATION OF THE REQUIRED LENDERS ON
SUBSTANTIALLY THE SAME BASIS AS THE COMMITMENTS ON THE DATE HEREOF); PROVIDED
FURTHER THAT NO SUCH AGREEMENT SHALL AMEND, MODIFY OR OTHERWISE AFFECT THE
RIGHTS OR DUTIES OF THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT HEREUNDER
OR UNDER ANY OTHER LOAN DOCUMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT.
SECTION 9.09. INTEREST RATE LIMITATION. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IF AT ANY TIME THE INTEREST RATE APPLICABLE TO ANY LOAN, TOGETHER WITH
ALL FEES, CHARGES AND OTHER AMOUNTS WHICH ARE TREATED AS INTEREST ON SUCH LOAN
UNDER APPLICABLE LAW (COLLECTIVELY THE "CHARGES"), SHALL EXCEED THE MAXIMUM
LAWFUL RATE (THE "MAXIMUM RATE") WHICH MAY BE CONTRACTED FOR, CHARGED, TAKEN,
RECEIVED OR RESERVED BY THE LENDER HOLDING SUCH LOAN IN ACCORDANCE WITH
APPLICABLE LAW, THE RATE OF INTEREST PAYABLE IN RESPECT OF SUCH LOAN HEREUNDER,
TOGETHER WITH ALL CHARGES PAYABLE IN RESPECT THEREOF, SHALL BE LIMITED TO THE
MAXIMUM RATE AND, TO THE EXTENT LAWFUL, THE INTEREST AND CHARGES THAT WOULD HAVE
BEEN PAYABLE IN RESPECT OF SUCH LOAN BUT WERE NOT PAYABLE AS A RESULT OF THE
OPERATION OF THIS SECTION 9.09 SHALL BE CUMULATED AND THE INTEREST AND CHARGES
PAYABLE
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TO SUCH LENDER IN RESPECT OF OTHER LOANS OR PERIODS SHALL BE INCREASED (BUT NOT
ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH CUMULATED AMOUNT, TOGETHER WITH
INTEREST THEREON AT THE FEDERAL FUNDS EFFECTIVE RATE TO THE DATE OF REPAYMENT,
SHALL HAVE BEEN RECEIVED BY SUCH LENDER.
SECTION 9.10. ENTIRE AGREEMENT. THIS AGREEMENT, THE FEE LETTER AND THE OTHER
LOAN DOCUMENTS CONSTITUTE THE ENTIRE CONTRACT BETWEEN THE PARTIES RELATIVE TO
THE SUBJECT MATTER HEREOF. ANY OTHER PREVIOUS AGREEMENT AMONG THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF IS SUPERSEDED BY THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS. NOTHING IN THIS AGREEMENT OR IN THE OTHER LOAN DOCUMENTS,
EXPRESSED OR IMPLIED, IS INTENDED TO CONFER UPON ANY PERSON (OTHER THAN THE
PARTIES HERETO AND THERETO, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED
HEREUNDER AND, TO THE EXTENT EXPRESSLY CONTEMPLATED HEREBY, THE RELATED PARTIES
OF