TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL
CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH BORROWER
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN,
OR IN ADDITION TO, ACTUAL DAMAGES. EACH BORROWER CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR THE ADMINISTRATIVE AGENT HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY LENDER OR THE ADMINISTRATIVE AGENT
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.
THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR EACH LENDER AND THE
ADMINISTRATIVE AGENT TO ACCEPT THIS AGREEMENT AND MAKE THE LOANS.
11.17.
ADDITION OF FOREIGN SUBSIDIARIES AS BORROWERS.
NOTWITHSTANDING
SECTION 11.1 HEREIN, NO FOREIGN SUBSIDIARY MAY BE ADDED AS A BORROWER TO THIS
AGREEMENT WITHOUT THE WRITTEN CONSENT OF EACH LENDER AND THE ADMINISTRATIVE
AGENT.
11.18.
CONVERSION OF CURRENCIES.
(A)
IF, FOR THE PURPOSE OF OBTAINING
JUDGMENT IN ANY COURT, IT IS NECESSARY TO CONVERT A SUM OWING HEREUNDER IN ONE
CURRENCY INTO ANOTHER CURRENCY, EACH PARTY HERETO 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, THE FIRST CURRENCY COULD BE PURCHASED WITH SUCH OTHER CURRENCY ON
THE BUSINESS DAY IMMEDIATELY PRECEDING THE DAY ON WHICH FINAL JUDGMENT IS GIVEN.
(B)
THE OBLIGATIONS OF THE BORROWERS 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 THE CURRENCY IN WHICH SUCH SUM IS STATED TO BE DUE
HEREUNDER (THE "AGREEMENT CURRENCY"), BE DISCHARGED ONLY TO THE EXTENT THAT, ON
THE BUSINESS 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
THE AGREEMENT CURRENCY WITH THE JUDGMENT CURRENCY; IF THE AMOUNT OF THE
AGREEMENT CURRENCY SO PURCHASED IS LESS THAN THE SUM ORIGINALLY DUE TO THE
APPLICABLE CREDITOR IN THE AGREEMENT CURRENCY, EACH BORROWER AGREES, AS A
SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT, TO INDEMNIFY THE
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APPLICABLE CREDITOR AGAINST SUCH LOSS.
THE OBLIGATIONS OF THE 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.
INTEREST RATE LIMITATION.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IF AT ANY TIME THE INTEREST RATE APPLICABLE TO ANY LOAN, TOGETHER WITH
ALL FEES, CHARGES AND OTHER AMOUNTS WHICH ARE TREATED AS INTEREST ON SUCH LOAN
UNDER APPLICABLE LAW (COLLECTIVELY THE "CHARGES"), SHALL EXCEED THE MAXIMUM
LAWFUL RATE (THE "MAXIMUM RATE") WHICH MAY BE CONTRACTED FOR, CHARGED, TAKEN,
RECEIVED OR RESERVED BY THE LENDER HOLDING SUCH LOAN IN ACCORDANCE WITH
APPLICABLE LAW, THE RATE OF INTEREST PAYABLE