THE "JUDGMENT CURRENCY") OTHER THAN DOLLARS, THE BORROWER AGREES TO
INDEMNIFY THE ENTITLED PERSON TO THE EXTENT THAT THE AMOUNT OF DOLLARS WHICH
COULD HAVE BEEN PURCHASED BY THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH NORMAL
BANKING PROCEDURES ON THE BUSINESS DAY FOLLOWING RECEIPT OF SUCH SUM IS LESS
THAN THE SUM WHICH COULD HAVE BEEN SO PURCHASED BY THE ADMINISTRATIVE AGENT HAD
SUCH PURCHASE BEEN MADE ON THE DAY ON WHICH SUCH JUDGMENT WAS GIVEN OR, IF SUCH
DAY IS NOT A BUSINESS DAY, ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE GIVING
OF SUCH JUDGMENT.
SECTION 10.11.
NO IMMUNITY.
TO THE EXTENT THAT THE BORROWER MAY BE OR BECOME
ENTITLED, IN ANY JURISDICTION IN WHICH JUDICIAL PROCEEDINGS MAY AT ANY TIME BE
COMMENCED WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, TO CLAIM
FOR ITSELF OR ITS PROPERTIES OR REVENUES ANY IMMUNITY FROM SUIT, COURT
JURISDICTION, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A
JUDGMENT, EXECUTION OF A JUDGMENT OR FROM ANY OTHER LEGAL PROCESS OR REMEDY
RELATING TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND
TO THE EXTENT THAT IN ANY SUCH JURISDICTION THERE MAY BE ATTRIBUTED SUCH AN
IMMUNITY (WHETHER OR NOT CLAIMED), THE BORROWER HEREBY IRREVOCABLY AGREES NOT TO
CLAIM AND HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY TO THE FULLEST EXTENT
PERMITTED BY THE LAWS OF SUCH JURISDICTION.
SECTION 10.12.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL
COUNTERPARTS, EACH OF WHICH SHALL BE REGARDED AS THE ORIGINAL AND ALL OF WHICH
SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
55
SECTION 10.13.
RECORDS.
THE UNPAID PRINCIPAL AMOUNT OF ALL OUTSTANDING
LOANS, THE UNPAID INTEREST ACCRUED THEREON, THE INTEREST RATE OR RATES
APPLICABLE TO SUCH UNPAID PRINCIPAL AMOUNT AND THE DURATION OF SUCH
APPLICABILITY, AND THE ACCRUED AND UNPAID FEES AND OTHER AMOUNTS DUE HEREUNDER
SHALL AT ALL TIMES BE ASCERTAINED FROM THE RECORDS OF THE LENDERS.
SUCH RECORDS
AND THE ADMINISTRATIVE AGENT'S RECORDS WITH RESPECT TO ANY LOAN ACCOUNT
MAINTAINED PURSUANT TO SECTION 2.3(B) SHALL BE PRESUMED TO BE CORRECT UNLESS THE
CONTRARY SHALL BE SHOWN.
SECTION 10.14.
REGISTER.
THE BORROWER SHALL KEEP AT ITS PRINCIPAL EXECUTIVE
OFFICE A REGISTER FOR THE REGISTRATION AND REGISTRATION OF TRANSFERS OF NOTES.
THE NAME AND ADDRESS OF EACH HOLDER OF ONE OR MORE NOTES, EACH TRANSFER THEREOF
AND THE NAME AND ADDRESS OF EACH TRANSFEREE OF ONE OR MORE NOTES SHALL BE
REGISTERED IN SUCH REGISTER.
PRIOR TO DUE PRESENTMENT FOR REGISTRATION OF
TRANSFER, THE PERSON IN WHOSE NAME ANY NOTE SHALL BE REGISTERED SHALL BE DEEMED
AND TREATED AS THE OWNER AND HOLDER THEREOF FOR THE PURPOSE OF RECEIVING PAYMENT
AND FOR ALL OTHER PURPOSES HEREOF, AND THE BORROWER SHALL NOT BE AFFECTED BY ANY
NOTICE OR KNOWLEDGE TO THE CONTRARY.
UPON THE REQUEST OF THE BORROWER, THE
ADMINISTRATIVE AGENT HEREBY AGREES TO USE ITS REASONABLE EFFORTS TO PROVIDE TO
THE BORROWER SUCH INFORMATION NOT OTHERWISE AVAILABLE TO THE BORROWER IN ORDER
TO ENABLE IT TO MAINTAIN SUCH REGISTER.
SECTION