LENDER OR THE ADMINISTRATIVE AGENT, AS APPLICABLE, TO
IDENTIFY THE BORROWERS IN ACCORDANCE WITH THE PATRIOT ACT.
10.17
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.
10.18
JUDGMENT CURRENCY.
(A) A BORROWER'S OBLIGATION HEREUNDER
AND UNDER THE OTHER LOAN DOCUMENTS TO MAKE PAYMENTS IN THE APPLICABLE APPROVED
CURRENCY (PURSUANT TO SUCH OBLIGATION, THE "OBLIGATION CURRENCY") SHALL NOT BE
DISCHARGED OR SATISFIED BY ANY TENDER OR RECOVERY PURSUANT TO ANY JUDGMENT
EXPRESSED IN OR CONVERTED INTO ANY CURRENCY OTHER THAN THE OBLIGATION CURRENCY,
EXCEPT TO THE EXTENT THAT SUCH TENDER OR RECOVERY RESULTS IN THE EFFECTIVE
RECEIPT BY THE ADMINISTRATIVE AGENT OR THE RESPECTIVE LENDER OF THE FULL AMOUNT
OF THE OBLIGATION CURRENCY EXPRESSED TO BE PAYABLE TO THE ADMINISTRATIVE AGENT
OR SUCH LENDER UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
IF, FOR THE
PURPOSE OF OBTAINING OR ENFORCING JUDGMENT AGAINST A BORROWER IN ANY COURT OR IN
ANY JURISDICTION, IT BECOMES NECESSARY TO CONVERT INTO OR FROM ANY CURRENCY
OTHER THAN THE OBLIGATION CURRENCY (SUCH OTHER CURRENCY BEING HEREINAFTER
REFERRED TO AS THE "JUDGMENT CURRENCY") AN AMOUNT DUE IN THE OBLIGATION
CURRENCY, THE CONVERSION SHALL BE MADE AT THE RELEVANT CURRENCY EQUIVALENT, AND
IN THE CASE OF OTHER CURRENCIES, THE RATE OF EXCHANGE (AS QUOTED BY THE
ADMINISTRATIVE AGENT OR IF THE ADMINISTRATIVE AGENT DOES NOT QUOTE A RATE OF
EXCHANGE ON SUCH CURRENCY, BY A KNOWN DEALER IN SUCH CURRENCY DESIGNATED BY THE
ADMINISTRATIVE AGENT) DETERMINED, IN EACH CASE, AS OF THE BUSINESS DAY
IMMEDIATELY PRECEDING THE DAY ON WHICH THE JUDGMENT IS GIVEN (SUCH BUSINESS DAY
BEING HEREINAFTER REFERRED TO AS THE "JUDGMENT CURRENCY CONVERSION DATE").
(B)
IF THERE IS A CHANGE IN THE RATE OF EXCHANGE
PREVAILING BETWEEN THE JUDGMENT CURRENCY CONVERSION DATE AND THE DATE OF ACTUAL
PAYMENT OF THE AMOUNT DUE, BORROWER COVENANTS AND AGREES TO PAY, OR CAUSE TO BE
PAID, SUCH ADDITIONAL AMOUNTS, IF ANY (BUT IN ANY EVENT NOT A LESSER AMOUNT) AS
MAY BE NECESSARY TO ENSURE THAT THE AMOUNT PAID 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 JUDGMENT CURRENCY STIPULATED IN THE JUDGMENT OR JUDICIAL
AWARD AT THE RATE OF EXCHANGE PREVAILING ON THE JUDGMENT CURRENCY CONVERSION
DATE.
(C)
FOR PURPOSES OF DETERMINING THE RELEVANT
CURRENCY EQUIVALENT OR ANY OTHER RATE OF EXCHANGE FOR THIS SECTION 10.18, SUCH
AMOUNTS SHALL INCLUDE ANY PREMIUM AND COSTS PAYABLE IN CONNECTION WITH THE
PURCHASE OF THE OBLIGATION CURRENCY.
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99
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
KKR FINANCIAL HOLDINGS LLC
by
Name: Michael McFerran
KKR FINANCIAL