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
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").
162
(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 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 PARENT 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