(B)
IF, IN THE CASE OF ANY PROCEEDING IN THE COURT OF ANY JURISDICTION
REFERRED TO IN SUBSECTION 10.8(A), THERE IS A CHANGE IN THE RATE OF EXCHANGE
PREVAILING BETWEEN THE JUDGMENT CONVERSION DATE AND THE DATE OF ACTUAL RECEIPT
FOR VALUE OF THE AMOUNT DUE, THE APPLICABLE LOAN PARTY SHALL PAY SUCH ADDITIONAL
AMOUNT (IF ANY, BUT IN ANY EVENT NOT A LESSER AMOUNT) AS MAY BE NECESSARY TO
ENSURE THAT THE AMOUNT ACTUALLY RECEIVED IN THE JUDGMENT CURRENCY, WHEN
CONVERTED AT THE RATE OF EXCHANGE PREVAILING ON THE DATE OF PAYMENT, WILL
PRODUCE THE AMOUNT OF THE OBLIGATION CURRENCY WHICH COULD HAVE BEEN PURCHASED
WITH THE AMOUNT OF THE JUDGMENT
110
CURRENCY STIPULATED IN THE JUDGMENT OR JUDICIAL ORDER AT THE RATE OF EXCHANGE
PREVAILING ON THE JUDGMENT CONVERSION DATE.
ANY AMOUNT DUE FROM ANY LOAN PARTY
UNDER THIS SUBSECTION 10.8(B) SHALL BE DUE AS A SEPARATE DEBT AND SHALL NOT BE
AFFECTED BY JUDGMENT BEING OBTAINED FOR ANY OTHER AMOUNTS DUE UNDER OR IN
RESPECT OF ANY OF THE LOAN DOCUMENTS.
(C)
THE TERM "RATE OF EXCHANGE" IN THIS SUBSECTION 10.8 MEANS THE RATE
OF EXCHANGE AT WHICH THE ADMINISTRATIVE AGENT, ON THE RELEVANT DATE AT OR ABOUT
12:00 NOON (NEW YORK TIME), WOULD BE PREPARED TO SELL, IN ACCORDANCE WITH ITS
NORMAL COURSE FOREIGN CURRENCY EXCHANGE PRACTICES, THE OBLIGATION CURRENCY
AGAINST THE JUDGMENT CURRENCY.
10.9
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY ONE OR MORE OF THE
PARTIES TO THIS AGREEMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS (INCLUDING BY
TELECOPY), AND ALL OF SUCH COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO
CONSTITUTE ONE AND THE SAME INSTRUMENT.
A SET OF THE COPIES OF THIS AGREEMENT
SIGNED BY ALL THE PARTIES SHALL BE DELIVERED TO THE BORROWER AND THE
ADMINISTRATIVE AGENT.
10.10
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
10.11
INTEGRATION.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE ENTIRE AGREEMENT OF EACH OF THE LOAN PARTIES PARTY HERETO, THE AGENTS AND
THE LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND THERE ARE NO
PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY ANY OF THE LOAN PARTIES
PARTY HERETO, THE AGENTS OR ANY LENDER RELATIVE TO THE SUBJECT MATTER HEREOF NOT
EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN THE OTHER LOAN DOCUMENTS.
10.12
GOVERNING LAW.
THIS AGREEMENT AND ANY NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY NOTES SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO
THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE
AND WOULD REQUIRE OR PERMIT THE APPLICATION