"MAJORITY LENDERS", WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER, OR
(IV) RELEASE OR PERMIT THE TRANSFER OF THE OBLIGATIONS OF
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THE BORROWER HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER, EXCEPT
AS PERMITTED BY SECTION 5.02(B); PROVIDED FURTHER, HOWEVER, THAT NO SUCH
AGREEMENT SHALL AMEND, MODIFY OR OTHERWISE AFFECT THE RIGHTS OR DUTIES OF THE
ADMINISTRATIVE AGENT HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT, PROVIDED, FURTHER THAT THIS AGREEMENT MAY BE AMENDED AND
RESTATED WITHOUT THE CONSENT OF ANY LENDER OR THE ADMINISTRATIVE AGENT IF, UPON
GIVING EFFECT TO SUCH AMENDMENT AND RESTATEMENT, SUCH LENDER OR THE
ADMINISTRATIVE AGENT, AS THE CASE MAY BE, SHALL NO LONGER BE A PARTY TO THIS
AGREEMENT (AS SO AMENDED AND RESTATED) OR HAVE ANY COMMITMENT OR OTHER
OBLIGATION HEREUNDER AND SHALL HAVE BEEN PAID IN FULL ALL AMOUNTS PAYABLE
HEREUNDER TO SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY BE.
EACH
LENDER SHALL BE BOUND BY ANY WAIVER, AMENDMENT OR MODIFICATION AUTHORIZED BY
THIS SECTION AND ANY CONSENT BY ANY LENDER PURSUANT TO THIS SECTION SHALL BIND
ANY ASSIGNEE OF ITS RIGHTS AND INTERESTS HEREUNDER.
SECTION 8.09.
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE SCHEDULES AND EXHIBITS HERETO), THE NOTES AND THE
FEE LETTER (COLLECTIVELY, THE "AGREEMENT DOCUMENTS") REPRESENT THE ENTIRE
CONTRACT AMONG THE PARTIES RELATIVE TO THE SUBJECT MATTER HEREOF AND THEREOF.
ANY PREVIOUS AGREEMENT, WHETHER WRITTEN OR ORAL, AMONG THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF OR THEREOF IS SUPERSEDED BY THE AGREEMENT
DOCUMENTS, IT BEING FURTHER UNDERSTOOD THAT ALL COMMITMENTS TO LEND TO THE
BORROWER SET FORTH IN THE SECOND AMENDED AND RESTATED COMMITMENT LETTER, DATED
AUGUST 26, 2008, AS AMENDED AND RESTATED AS OF OCTOBER 16, 2008, AND AS AMENDED
OCTOBER 31, 2008, AMONG THE BORROWER, RBS, RBS GC, UBS LOAN FINANCE LLC AND UBS
SECURITIES LLC ARE HEREBY TERMINATED.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.
NOTHING IN THIS AGREEMENT OR THE FEE LETTER, EXPRESSED OR
IMPLIED, IS INTENDED TO CONFER UPON ANY PARTY OTHER THAN THE PARTIES HERETO AND
THERETO ANY RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF
THE AGREEMENT DOCUMENTS.
SECTION 8.10.
SEVERABILITY.
In the event any one or more of the provisions contained in this Agreement
should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.
SECTION 8.11.
COUNTERPARTS/TELECOPY.
This Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one contract, and shall become effective as provided in Section 8.03.
Delivery
of executed counterparts by
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telecopy shall be effective as an original and