BE INCLUDED IN THE DETERMINATION OF THE REQUIRED
LENDERS ON SUBSTANTIALLY THE SAME BASIS AS THE COMMITMENTS AND EXTENSIONS OF
CREDIT THEREUNDER ON THE DATE HEREOF); PROVIDED FURTHER THAT NO SUCH AGREEMENT
SHALL AMEND, MODIFY OR OTHERWISE AFFECT THE RIGHTS OR DUTIES OF THE
ADMINISTRATIVE AGENT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.
SECTION 10.09.
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 10.09 SHALL BE CUMULATED AND THE INTEREST AND CHARGES
PAYABLE TO SUCH LENDER IN RESPECT OF OTHER LOANS OR PERIODS SHALL BE INCREASED
(BUT NOT ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH CUMULATED AMOUNT SHALL HAVE
BEEN RECEIVED BY SUCH LENDER.
SECTION 10.10.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS CONSTITUTE THE ENTIRE CONTRACT BETWEEN THE PARTIES RELATIVE TO THE
SUBJECT MATTER HEREOF.
68
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MATTER HEREOF IS SUPERSEDED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.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 INDEMNITEES, THE RELATED PARTIES OF
EACH OF THE ADMINISTRATIVE AGENT AND THE LENDERS) ANY RIGHTS, REMEDIES,
OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS.
SECTION 10.11.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 10.11.
SECTION 10.12.
SEVERABILITY.
IN THE EVENT ANY ONE OR MORE OF THE
PROVISIONS