OBLIGATION CURRENCY,
EXCEPT TO THE EXTENT THAT SUCH TENDER OR RECOVERY RESULTS IN THE EFFECTIVE
RECEIPT BY THE APPLICABLE AGENT, THE APPLICABLE FACING AGENT OR THE APPLICABLE
LENDER OF THE FULL AMOUNT OF THE OBLIGATION CURRENCY EXPRESSED TO BE PAYABLE TO
THE APPLICABLE AGENT, THE APPLICABLE FACING AGENT OR THE APPLICABLE LENDER UNDER
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
IF, FOR THE PURPOSE OF OBTAINING OR
ENFORCING JUDGMENT AGAINST EITHER BORROWER OR ANY OTHER LOAN PARTY 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 EXCHANGE RATE, IN THE
CASE OF CANADIAN DOLLARS OR U.S. DOLLARS, 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 DATE 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, THE BORROWERS COVENANT AND AGREE 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 AMOUNT OF ANY PAYMENT IN THE OBLIGATION
CURRENCY UNDER THIS SECTION 11.18, THE RATE OF EXCHANGE USED SHALL TAKE INTO
ACCOUNT ANY PREMIUM AND COSTS PAYABLE IN CONNECTION WITH THE PURCHASE OF THE
OBLIGATION CURRENCY.
SECTION 11.19.
CERTAIN RELATIONSHIPS.
NOTHING CONTAINED IN THIS AGREEMENT AND
NO ACTION TAKEN BY ANY AGENT, ANY FACING AGENT OR ANY LENDER PURSUANT HERETO
SHALL BE DEEMED TO CONSTITUTE THE AGENTS, THE FACING AGENTS OR THE LENDERS A
PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR OTHER ENTITY.
NONE OF THE
AGENTS, THE
144
FACING AGENTS OR THE LENDERS HAS ANY FIDUCIARY RELATIONSHIP WITH OR ANY
FIDUCIARY DUTY TO SSCC OR EITHER BORROWER ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND THE RELATIONSHIP BETWEEN
THE AGENTS, THE FACING AGENTS AND THE LENDERS, ON THE ONE HAND, AND THE
BORROWERS, ON THE OTHER HAND, IN CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT
OF DEBTOR AND CREDITOR.
SECTION 11.20.
USA PATRIOT ACT.
EACH LENDER