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.
11.18
Judgments Relating to Subsidiary Borrowers. (a)
If, for the purpose
of obtaining judgment in any court, it is necessary to convert a sum owing
hereunder by any Subsidiary Borrower to any party hereto or any holder of the
obligations of such Subsidiary Borrower hereunder into another currency, such
Subsidiary 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 EACH SUBSIDIARY 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, SUCH
SUBSIDIARY 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 SUCH
SUBSIDIARY BORROWER. THE OBLIGATIONS OF THE SUBSIDIARY BORROWERS CONTAINED IN
THIS SECTION 11.18 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE
PAYMENT OF ALL OTHER AMOUNTS OWING HEREUNDER.
11.19
Acknowledgements. Each 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 ANY BORROWER ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, AND THE RELATIONSHIP BETWEEN ADMINISTRATIVE AGENT AND LENDERS,
ON ONE HAND, AND THE BORROWERS, ON THE OTHER HAND, 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 BORROWERS
AND THE LENDERS.
63
11.20
WAIVERS OF JURY TRIAL. EACH OF THE BORROWERS, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM THEREIN.
11.21