MANNER PERMITTED BY APPLICABLE LAW.
(C) WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 5.09.
SECTION 5.10.
JUDGMENT CURRENCY
(A) IF FOR THE PURPOSES OF OBTAINING JUDGMENT IN ANY COURT IT IS NECESSARY TO
CONVERT ALL OR ANY PART OF THE GUARANTEED OBLIGATIONS OR ANY OTHER AMOUNT DUE TO
A CREDIT PARTY OR THE ADMINISTRATIVE AGENT IN RESPECT OF ANY OF THE GUARANTORS'
OBLIGATIONS UNDER THIS AGREEMENT IN ANY CURRENCY (THE "ORIGINAL CURRENCY") INTO
ANOTHER CURRENCY (THE "OTHER CURRENCY"), EACH GUARANTOR, TO THE FULLEST EXTENT
THAT IT MAY EFFECTIVELY DO SO, AGREES THAT THE RATE OF EXCHANGE USED SHALL BE
THAT AT WHICH, IN ACCORDANCE WITH NORMAL BANKING PROCEDURES, THE CREDIT PARTY OR
ADMINISTRATIVE AGENT, AS THE CASE MAY BE, COULD PURCHASE THE ORIGINAL CURRENCY
WITH THE OTHER CURRENCY ON THE BUSINESS DAY PRECEDING THAT ON WHICH FINAL
JUDGMENT IS PAID OR SATISFIED.
(B) THE OBLIGATIONS OF EACH GUARANTOR IN RESPECT OF ANY SUM DUE IN THE ORIGINAL
CURRENCY FROM IT TO ANY CREDIT PARTY OR THE ADMINISTRATIVE AGENT SHALL,
NOTWITHSTANDING ANY JUDGMENT IN ANY OTHER CURRENCY, BE DISCHARGED ONLY TO THE
EXTENT THAT ON THE BUSINESS DAY FOLLOWING RECEIPT BY SUCH CREDIT PARTY OR THE
ADMINISTRATIVE AGENT, AS THE CASE MAY BE, OF ANY SUM ADJUDGED TO BE SO DUE IN
SUCH OTHER CURRENCY SUCH CREDIT PARTY OR ADMINISTRATIVE AGENT, AS THE CASE MAY
BE, MAY, IN ACCORDANCE WITH ITS NORMAL BANKING PROCEDURES, PURCHASE THE ORIGINAL
CURRENCY WITH SUCH OTHER CURRENCY.
IF THE AMOUNT OF THE ORIGINAL CURRENCY SO
PURCHASED IS LESS THAN THE SUM ORIGINALLY DUE TO THE CREDIT PARTY IN THE
ORIGINAL CURRENCY, EACH GUARANTOR AGREES, AS A SEPARATE OBLIGATION AND
NOTWITHSTANDING ANY SUCH JUDGMENT, TO INDEMNIFY THE CREDIT PARTY OR
ADMINISTRATIVE AGENT, AS THE CASE MAY BE, AGAINST SUCH LOSS, AND IF THE AMOUNT
OF THE ORIGINAL CURRENCY SO PURCHASED EXCEEDS THE SUM ORIGINALLY DUE TO THE
CREDIT PARTY OR ADMINISTRATIVE AGENT, AS THE CASE MAY BE, IN THE ORIGINAL
CURRENCY, THE CREDIT PARTY OR ADMINISTRATIVE AGENT, AS THE CASE MAY BE, AGREES
TO REMIT SUCH EXCESS TO SUCH GUARANTOR
SECTION 5.11.
HEADINGS.
ARTICLE AND SECTION HEADINGS USED HEREIN ARE FOR THE
PURPOSE OF REFERENCE ONLY, ARE NOT PART OF THIS AGREEMENT AND ARE NOT TO AFFECT
THE CONSTRUCTION OF, OR TO BE TAKEN INTO CONSIDERATION IN