A CURRENCY (THE "JUDGMENT
CURRENCY") OTHER THAN THE CURRENCY IN WHICH SUCH SUM IS STATED TO BE DUE
HEREUNDER (THE "AGREEMENT CURRENCY"), BE DISCHARGED ONLY TO THE EXTENT THAT, ON
THE BUSINESS DAY FOLLOWING RECEIPT BY THE APPLICABLE CREDITOR OF ANY SUM
ADJUDGED TO BE SO DUE IN THE JUDGMENT CURRENCY, THE APPLICABLE CREDITOR MAY IN
ACCORDANCE WITH NORMAL BANKING PROCEDURES IN THE RELEVANT JURISDICTION PURCHASE
THE AGREEMENT CURRENCY WITH THE JUDGMENT CURRENCY; IF THE AMOUNT OF THE
AGREEMENT CURRENCY SO PURCHASED IS LESS THAN THE SUM ORIGINALLY DUE TO THE
APPLICABLE CREDITOR IN THE AGREEMENT CURRENCY, EACH OF THE BORROWERS AGREES, AS
A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT, TO INDEMNIFY THE
APPLICABLE CREDITOR AGAINST SUCH LOSS.
THE OBLIGATIONS OF THE BORROWERS
CONTAINED IN THIS SECTION 10.13 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT
AND THE PAYMENT OF ALL OTHER AMOUNTS OWING HEREUNDER.
SECTION 10.14.
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 THAT ARE TREATED AS INTEREST ON SUCH
LOAN UNDER APPLICABLE LAW (COLLECTIVELY THE "CHARGES"), SHALL EXCEED THE MAXIMUM
LAWFUL RATE (THE "MAXIMUM RATE") THAT 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 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, TOGETHER
WITH INTEREST THEREON AT THE FEDERAL FUNDS EFFECTIVE RATE TO THE DATE OF
REPAYMENT, SHALL HAVE BEEN RECEIVED BY SUCH LENDER.
SECTION 10.15.
REAFFIRMATION.
THIS AGREEMENT CONSTITUTES AN AMENDMENT AND
RESTATEMENT OF THE EXISTING CREDIT AGREEMENT.
EACH OF THE PARTIES HERETO
ACKNOWLEDGES AND AGREES THAT THE OBLIGATIONS REPRESENT, AMONG OTHER THINGS, THE
AMENDMENT, RESTATEMENT, RENEWAL, EXTENSION, CONSOLIDATION AND MODIFICATION OF
THE OBLIGATIONS OF THE BORROWERS UNDER THE EXISTING CREDIT AGREEMENT.
EACH OF
THE PARTIES HERETO FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT
SUPERCEDES AND REPLACES THE EXISTING CREDIT AGREEMENT BUT DOES NOT EXTINGUISH
THE OBLIGATIONS THEREUNDER AND THAT BY ENTERING INTO AND PERFORMING ITS
OBLIGATIONS HEREUNDER, THIS TRANSACTION SHALL NOT CONSTITUTE A NOVATION.
EACH
OF THE PARTIES HERETO FURTHER ACKNOWLEDGES AND AGREES THAT THE SECURITY
INTERESTS GRANTED TO PRIOR COLLATERAL AGENT FOR THE BENEFIT OF ITSELF AND THE
PARTIES ENTITLED TO THE BENEFITS OF EXISTING CREDIT AGREEMENT (INCLUDING,
WITHOUT LIMITATION, THE ISSUING BANK OR THE ADMINISTRATIVE AGENT, COLLATERAL
AGENT, AND EACH LENDER PARTY TO THE EXISTING CREDIT AGREEMENT, AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS) SHALL REMAIN OUTSTANDING
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AND IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE