OR LC FACILITY LENDERS, AS APPLICABLE; PROVIDED, HOWEVER,
THAT IF ALL OR ANY PORTION OF SUCH EXCESS PAYMENT OR BENEFITS IS THEREAFTER
RECOVERED FROM SUCH BENEFITED LENDER, SUCH PURCHASE SHALL BE RESCINDED, AND THE
PURCHASE PRICE AND BENEFITS RETURNED, TO THE EXTENT OF SUCH RECOVERY, BUT
WITHOUT INTEREST.
(B)
IN ADDITION TO ANY RIGHTS AND REMEDIES OF
THE LENDERS PROVIDED BY LAW, EACH LENDER SHALL HAVE THE RIGHT, WITHOUT PRIOR
NOTICE TO THE BORROWER, ANY SUCH NOTICE BEING EXPRESSLY WAIVED BY THE BORROWER
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT UNDER SUBSECTION 8(A) TO SET OFF AND APPROPRIATE AND APPLY AGAINST ANY
AMOUNT THEN DUE AND PAYABLE UNDER SUBSECTION 8(A) BY THE BORROWER ANY AND ALL
DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL), IN ANY
CURRENCY, AND ANY OTHER CREDITS, INDEBTEDNESS OR CLAIMS, IN ANY CURRENCY, IN
EACH CASE WHETHER DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, MATURED OR
UNMATURED, AT ANY TIME HELD OR OWING BY SUCH LENDER OR ANY BRANCH OR AGENCY
THEREOF TO OR FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER.
EACH LENDER AGREES
PROMPTLY TO NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT AFTER ANY SUCH
SET-OFF AND APPLICATION MADE BY SUCH LENDER, PROVIDED THAT THE FAILURE TO GIVE
SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION.
10.8
JUDGMENT.
(A)
IF, FOR THE PURPOSE OF OBTAINING OR
ENFORCING JUDGMENT AGAINST ANY LOAN PARTY IN ANY COURT IN ANY JURISDICTION, IT
BECOMES NECESSARY TO CONVERT INTO ANY OTHER CURRENCY (SUCH OTHER CURRENCY BEING
HEREINAFTER IN THIS SUBSECTION 10.8 REFERRED TO AS THE "JUDGMENT CURRENCY") AN
AMOUNT DUE UNDER ANY LOAN DOCUMENT IN ANY CURRENCY (THE "OBLIGATION CURRENCY")
OTHER THAN THE JUDGMENT CURRENCY, THE CONVERSION SHALL BE MADE AT THE RATE OF
EXCHANGE
145
PREVAILING ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE DATE OF ACTUAL PAYMENT
OF THE AMOUNT DUE, IN THE CASE OF ANY PROCEEDING IN THE COURTS OF ANY OTHER
JURISDICTION THAT WILL GIVE EFFECT TO SUCH CONVERSION BEING MADE ON SUCH DATE,
OR THE DATE ON WHICH THE JUDGMENT IS GIVEN, IN THE CASE OF ANY PROCEEDING IN THE
COURTS OF ANY OTHER JURISDICTION (THE APPLICABLE DATE AS OF WHICH SUCH
CONVERSION IS MADE PURSUANT TO THIS SUBSECTION 10.8 BEING HEREINAFTER IN THIS
SUBSECTION 10.8 REFERRED TO AS THE "JUDGMENT CONVERSION DATE").
(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