BY SUCH U.S.
BORROWER UNDER APPLICABLE FEDERAL AND STATE LAWS RELATING TO THE INSOLVENCY OF
DEBTORS.
10.16
WAIVERS OF JURY TRIAL.
THE BORROWERS, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
10.17
CANADIAN AMENDMENTS AND WAIVERS.
NEITHER THE CANADIAN
LOAN DOCUMENTS NOR ANY TERMS IN RESPECT OF THE CANADIAN COMMITMENTS HEREOF OR
THEREOF MAY BE AMENDED, SUPPLEMENTED OR MODIFIED WITHOUT THE PRIOR WRITTEN
CONSENT OF THE CANADIAN AGENT AND THE CANADIAN LENDERS.
112
10.18
JUDGMENT CURRENCY.
(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 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.
10.19
USA PATRIOT ACT NOTICE.