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
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, THE LC FACILITY ISSUING BANKS 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
ADMINISTRATIVE AGENT 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
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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 OF THE LAWS OF ANOTHER JURISDICTION.
10.13
SUBMISSION TO JURISDICTION; WAIVERS.
EACH PARTY
HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(a)
submits for itself and its property in any
legal action or proceeding relating to this Agreement and the other Loan
Documents to which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of the
courts of the State of New York, the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof;
(b)
consents that any such action or proceeding
may