MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE BORROWER AT ITS
ADDRESS REFERRED TO IN SECTION 9.2 OR AT SUCH OTHER ADDRESS OF WHICH THE
ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;
(F)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION; AND
(G)
WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT
MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN
THIS SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
9.16.
Judgments Relating to the Borrower.
(a)
If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder by the Borrower to any party hereto or any holder of the obligations
of the Borrower hereunder into another currency, the Borrower agrees, to the
fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction such party or holder could purchase Dollars with such
other currency for Dollars on the Banking Day immediately preceding the day on
which final judgment is given.
(B)
THE OBLIGATIONS OF THE BORROWER IN RESPECT OF ANY SUM DUE TO ANY
PARTY HERETO OR ANY HOLDER OF THE OBLIGATIONS OWING HEREUNDER (THE "APPLICABLE
CREDITOR") SHALL, NOTWITHSTANDING ANY JUDGMENT IN A CURRENCY (THE "JUDGMENT
CURRENCY") OTHER THAN DOLLARS, BE DISCHARGED ONLY TO THE EXTENT THAT, ON THE
BANKING 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 DOLLARS
WITH THE JUDGMENT CURRENCY; IF THE AMOUNT OF DOLLARS SO PURCHASED IS LESS THAN
THE SUM ORIGINALLY DUE TO THE APPLICABLE CREDITOR IN DOLLARS, THE BORROWER
AGREES, AS A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT, TO
INDEMNIFY THE APPLICABLE CREDITOR AGAINST SUCH LOSS, PROVIDED, THAT IF THE
AMOUNT OF DOLLARS SO PURCHASED EXCEEDS THE SUM ORIGINALLY DUE TO THE APPLICABLE
CREDITOR, THE APPLICABLE CREDITOR AGREES TO REMIT SUCH EXCESS TO THE BORROWER.
THE OBLIGATIONS OF THE BORROWER CONTAINED IN THIS SECTION 9.16 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF ALL OTHER AMOUNTS OWING
HEREUNDER.
32
9.17.
Acknowledgements.
The Borrower hereby acknowledges that:
(A)
IT HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT;
(B)
NEITHER THE ADMINISTRATIVE AGENT NOR ANY LENDER HAS ANY FIDUCIARY
RELATIONSHIP WITH OR DUTY TO THE BORROWER ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, AND THE RELATIONSHIP BETWEEN ADMINISTRATIVE AGENT AND THE
BORROWER IN CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT OF DEBTOR AND
CREDITOR; AND
(C)
NO JOINT VENTURE IS CREATED HEREBY OR OTHERWISE EXISTS BY VIRTUE
OF THE TRANSACTIONS CONTEMPLATED HEREBY AMONG THE LENDERS OR AMONG THE BORROWER
AND THE LENDERS.
9.18.